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Terms Description
“Alkali Metals” or “Company” or Unless the context otherwise requires, refers to Alkali Metals
“the Company” Limited, a Public Limited Company incorporated under the
Companies Act, 1956.
Promoters Unless the context otherwise requires, refers to Dr. Y. V. S. Murty
and Mr. Y. S. R. Venkata Rao
Promoters Group Mrs. Y.V. Lalitha Devi, Mrs. Y. Krishna Veni, Mr. Y.V. Prashanth,
Ms. Y. Lalithya Poorna, M/s. Alkani Telefilms Private Limited, M/s.
Balaji Agro Industries Limited, M/s. Asian Herbex Limited, M/s.
Chem Design Company Private Limited, M/s. Rao-San Infotek
Private Limited, M/s. Vensal Invest Private Limited, M/s. Yerramilli
chemicals Private Limited, M/s. Alkali Metals (USA) Inc. and M/s.
Intech
“Group” or “Group Companies” Unless the context otherwise requires, refers to those companies
mentioned in “Ventures / Other Concerns promoted by Promoters
/ Promoter Group Companies” on page [•] of this Draft Red Herring
Prospectus.
Terms Description
Articles/Articles of Association/AOA The Articles of Association of Alkali Metals Limited
Companies Act The Companies Act, 1956, as amended from time to time
Depositories Act The Depositories Act, 1996, as amended from time to time
Depository A depository registered with SEBI under the SEBI (Depositories and
Participant) Regulations, 1996, as amended from time to time
Depository Participant A depository participant as defined under the Depositories Act
Director(s) Director(s) of the Company unless otherwise specified
FEMA Foreign Exchange Management Act, 1999 as amended
Financial Year/FY The period of twelve months ended 31 March of that particular year
FIs Financial Institutions
Indian GAAP Generally Accepted Accounting Practices in India
Memorandum/Memorandum of The Memorandum of Association of the Company
Association/MoA
MF / MFs Mutual Funds
MoU Memorandum of Understanding
NRI/Non-Resident Indian A person resident outside India, as defined under FEMA and who is
a citizen of India or a person of Indian origin, each such term as
defined under the FEM (Deposit) Regulations, 2000, as amended
Non-Resident A person who is not resident in India except NRIs and FIIs
OCB/Overseas Corporate Bodies A company, partnership, society or other corporate body owned
directly or indirectly to the extent of at least 60% by NRIs including
overseas trusts, in which not less than 60% of beneficial interest is
irrevocably held by NRIs, directly or indirectly, as defined under
Foreign Exchange Management (Transfer or Issue of Security by a
Person Resident Outside India) Regulations, 2000, as amended.
OCBs are not permitted to invest in the Issue
Person / Persons Any individual, sole proprietorship, unincorporated association,
unincorporated organization, body corporate, corporation,
company, partnership, limited liability company, joint venture, or
trust or any other entity or organization validly constituted and/or
incorporated in the jurisdiction in which it exists and operates, as
the context requires.
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Terms Description
PIO / Persons of Indian Origin Shall have the same meaning as is ascribed to such term in the
Foreign Exchange Management (Investment in Firm or Proprietary
Concern in India) Regulations, 2000.
RBI Act The Reserve Bank of India Act, 1934, as amended from time to time
RoC Registrar of Companies, AP situated at 2nd Floor, Kendriya Sadan,
Sultan Bazaar, Hyderabad, AP -500 195
Registered Office of the Company B-5, Block III, Industrial Development Area, Uppal,
Hyderabad-500 039, AP, India.
SCRA Securities Contracts (Regulation) Act, 1956 and subsequent
amendments thereto.
SCRR Securities Contract (Regulation) Rules, 1957 as amended from time
time.
SEBI Securities and Exchange Board of India.
SEBI Act Securities and Exchange Board of India constituted under the SEBI
Act, 1992, as amended from time to time.
SEBI Guidelines/SEBI (DIP) SEBI (Disclosure and Investor Protection) Guidelines, 2000 as
Guidelines amended, including instructions and clarifications issued by SEBI
from time to time
SEBI (Insider Trading) Regulations SEBI (Prohibition of Insider Trading)Regulations, 1992, as amended
from time to time, including instructions and clarifications issued
by SEBI from time to time
SEBI (MAPIN) Regulations SEBI (Central Database of Market Participants) Regulations, 2003
as amended from time to time
SEBI (SAST) Regulations Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeover) Regulations, 1997 and subsequent
amendments thereto.
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of this Draft Red Herring Prospectus and the Bid cum Application
Form
Bidding period / issue period The period between the Bid Opening Date/Issue Opening Date
and the Bid Closing Date/Issue Closing Date inclusive of both
days and during which prospective Bidders can submit their Bids
Book building process Book building route as provided under Chapter XI of the SEBI
Guidelines, in terms of which the Issue is being made
BRLM / Book Running Lead Book Running Lead Manager to the Issue, in this case being
Manager Religare Securities Limited
CAN / Confirmation of Allocation Means the note or advice or intimation of allocation of Equity
Note Shares sent to the Bidders who have been allocated Equity
Shares after discovery of the Issue Price in accordance with the
Book Building Process
Cap Price The higher end of the Price Band, above which the Issue Price will
not be finalized and above which no Bids will be accepted
Cut off Price Any price within the Price Band finalised by the Company in
consultation with the BRLM. A Bid submitted at Cut-off Price is a
valid Bid at all price levels within the Price Band
Designated date The date on which funds are transferred from the Escrow
Account(s) of the Escrow Collection Bankers to the Issue Account
after the Prospectus is filed with the RoC, following which the
Board shall allot Equity Shares to successful Bidders
Designated Stock Exchange BSE
DRHP / Draft Red Herring This Draft Red Herring Prospectus issued in accordance with
Prospectus. Section 60B of the Companies Act, which does not have complete
particulars on the price at which the Equity Shares are offered
and size of the Issue. It carries the same obligations as are
applicable in case of a Prospectus and will be filed with RoC at
least three days before the Bid/Issue Opening Date. It will
become a Prospectus after filing with RoC after the pricing.
Equity Shares Equity shares of the Company of Rs. 10/- each unless otherwise
specified in the context thereof
Escrow Account Account opened with an Escrow Collection Bank and in whose
favour the Bidder will issue cheques or drafts in respect of the Bid
Amount and from which refunds (if any) shall be made of the
amount collected by the Bidders
Escrow Agreement Agreement to be entered into amongst the Company, the Registrar
to this Issue, the Escrow Collection Banks, the BRLMs and the
Refund Banker in relation to the collection of the Bid Amounts
and dispatch of the refunds (if any) of the amounts collected, to
the Bidders.
Escrow Collection Bank (s) The banks, which are clearing members and registered with SEBI
as Bankers to the Issue, at which the Escrow Account will be
opened
First Bidder The Bidder whose name appears first in the Bid cum Application
Form or Revision Form
Floor price The lower end of the Price Band, below which the Issue Price will
not be finalised and below which no Bids will be accepted
Issue The Issue of 3,846,100 Equity Shares of Rs. 10/- at the Issue
Price of Rs. [•] aggregating Rs. [•] Million.
Issue account Account opened with the Banker(s) to the Issue to receive monies
from the Escrow Accounts for the Issue on the Designated Date
Issue price The final price at which Equity Shares will be issued and allotted
in terms of this Draft Red Herring Prospectus, as determined by
The Company in consultation with the BRLM, on the Pricing Date
Margin amount The amount paid by the Bidder at the time of submission of the
Bid, which may range between 10% to 100% of the Bid Amount
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Mutual Funds Means mutual fund registered with SEBI pursuant to the SEBI
(Mutual Funds) Regulations, 1996, as amended from time to time.
Mutual Funds portion Upto 5% of the QIB Portion or 96,152 Equity Shares available for
allocation to Mutual Funds only, out of the QIB Portion.
Non Institutional Bidders All Bidders that are not QIBs or Retail Individual Bidders and
who have Bid for Equity Shares for an amount more than Rs.
1,00,000/-
Non – Institutional Portion The portion of the Issue being a minimum of 5,76,915 Equity
Shares of Rs. 10/- each available for allocation to Non-
Institutional Bidders
Pay in date The last date specified in the CAN sent to the Bidders
Pay in period This term means:
(i) With respect to Bidders whose Margin Amount is 100% of the
Bid Amount, the period commencing on the Bid Opening Date
and extending until the Bid Closing Date, and
(ii) With respect to Bidders whose Margin Amount is less than
100% of the Bid Amount, the period commencing on the Bid
Opening Date and extending until the closure of the Pay-in Date.
Price band The price band with a minimum price (Floor Price) of Rs. [•] and
the maximum price (Cap Price) of Rs. [•], including any revisions
thereof
Pricing date The date on which the Company in consultation with the BRLM
finalises the Issue Price
Prospectus The Prospectus, to be filed with the RoC containing, inter alia, the
Issue Price that is determined at the end of the book building
process, the size of the Issue and certain other information
QIB portion The portion of the Issue being 19,23,050 Equity Shares of Rs.
10/- each at the Issue Price, available for allocation to QIBs on
proportional allotment basis of which upto 5% i.e. 96,152 Equity
Shares are reserved for Mutual Funds and the balance will be
available for all QIBs including Mutual Funds.
Qualified Institutional Buyers / QIBs Public financial institutions as defined in Section 4A of the
Companies Act, Scheduled Commercial Banks, Mutual Funds
registered with SEBI, Foreign Institutional Investors registered
with SEBI, Multilateral And Bilateral Development Financial
Institutions, Venture Capital Funds registered with SEBI, Foreign
Venture Capital Investors registered with SEBI, State Industrial
Development Corporations, Insurance Companies registered with
the Insurance Regulatory and Development Authority (IRDA),
Provident Funds with a minimum corpus of Rs. 250 Mn and
Pension Funds with a minimum corpus of Rs. 250 Mn.
QIB margin amount An amount representing at least 10% of the Bid Amount
Refund Banker Shall mean the Escrow Collection Bank who has been appointed
/ designated for the purpose of refunding the amount to investors
either through the electronic mode as prescribed by SEBI and /or
physical mode where payment through electronic mode may not
be feasible, in this case being [•]
Refund account Account opened with the Escrow Collection Bank, from which
refunds of the whole or part of the Bid Amount, if any, shall be
made
Registrar/Registrar to the Issue Cameo Corporate Services Limited
Retail Individual Bidders Individual Bidders (including HUFs and NRIs) who have Bid for
Equity Shares for an amount less than or equal to Rs. 1,00,000 in
any of the bidding options in the Issue
Retail portion The portion of the Issue to the public and being a minimum of
13,46,135 Equity Shares of Rs. 10/- each aggregating Rs. [•]
available for allocation to Retail Individual Bidder(s)
Revision form The form used by the Bidders to modify the quantity of Equity
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Shares or the Bid Price in any of their Bid cum Application Forms
or any previous Revision Form(s).
RHP or Red Herring Prospectus Means the document issued in accordance with the SEBI
Guidelines, which does not have complete particulars on the price
at which the Equity Shares are offered and the size of the Issue.
The Red Herring Prospectus which will be filed with the RoC at
least three days before the Bid Opening Date and will become a
Prospectus after filing with the RoC and pursuant to pricing and
allocation.
Stock Exchanges Bombay Stock Exchange Limited & National Stock Exchange of
India Limited
Syndicate The BRLM and the Syndicate Members collectively
Syndicate Agreement The agreement to be entered into among the Company and the
members of the Syndicate, in relation to the collection of Bids in
this Issue
Syndicate members Intermediaries registered with SEBI and eligible to act as
underwriters. Syndicate Members are appointed by the BRLM
TRS or Transaction Registration Slip The slip or document issued by the Syndicate Members to the
Bidder as proof of registration of the Bid.
Underwriters The BRLM and the Syndicate Members
Underwriting agreement The Agreement among the BRLM, the Syndicate Members and the
Company to be entered into on or after the Pricing Date
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KW Kilo Watt
PCB Pollution Control Board
PCT Patent Cooperation Treaty
PHARMEXCIL Pharmaceutical Export Promotion Council
NCL National Chemical laboratory
NEITCO North Eastern Industrial & Technical Consultancy Organization
NoC No Objection Certificate
NPPA National Pharmaceuticals Pricing Authority
NSAID Non Steroidal Anti – Inflammatory
OHSMS Occupational Health and Safety Management Systems
RRL Regional Research Laboratories
SSI Small Scale Industry
SFC Act State Financial Corporation Act
TEV Techno Economic Viability
TIFAC Technology Information Forecasting & Assessment Council
TLC Thin Layer Chromatography
TRIP Trade Related Aspects Intellectual Property Rights
WHO World Health Organisation
WIPO World Intellectual Property Organisation
ABBREVIATIONS
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Abbreviation Full Form
GoI Government of India
HUF Hindu Undivided Family
IEC Importer Exporter Code
IPO Initial Public Offering
I.T. Act The Income Tax Act, 1961, as amended from time to time
I.T. Rules The Income Tax Rules, 1962, as amended from time to time
ISO International Standard Organization
MICR Magnetic Ink Character Recognition
MNC Multi National Company
Mn./Mn Million
NAV Net Asset Value
NRE Account Non-Resident External Account
NRO Account Non Resident Ordinary Account
NSDL National Securities Depository Limited
NSE The National Stock Exchange of India Limited
NEFT National Electronic Fund Transfer
PAN Permanent Account Number
PAT Profits After Taxation
PBT Profits Before Taxation
P/E Ratio Price/Earnings Ratio
PLR Prime Lending Rate
RBI Reserve Bank of India
RONW Return on Net Worth
Rs./ Rupees/ INR Indian Rupees
R&D Research and Development
RTGS Real Time Gross Settlement
TAN Tax Deduction Account Number
UIN Unique Identification Number issued in terms of SEBI (Central
Database of Market Participants) Regulations, 2003, as amended
from time to time
UK United Kingdom
US United States of America
USD or $ or US $ United States Dollar
VAT Value Added Tax
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SECTION II: RISK FACTORS
PRESENTATION OF FINANCIAL, MARKET DATA AND CURRENCY OF PRESENTATION
Financial Data
Unless stated otherwise, the financial data in this DRHP is derived from the financial statements of
the Company prepared in accordance with Indian GAAP, beginning on page [•] of this DRHP. The
Company’s fiscal year commences on 1 April and ends on 31 March. In this DRHP, any
discrepancies in any table between the total and the sums of the amounts listed are due to rounding
off.
The degree to which the Indian GAAP financial statements included in this DRHP will provide
meaningful information is entirely dependent on the reader’s level of familiarity with Indian
accounting practices. Any reliance by Persons not familiar with Indian accounting practices on the
financial disclosures presented in this DRHP should accordingly be limited. The Company has not
attempted to explain those differences or quantify their impact on the financial data included herein,
and investors are urged to consult their own advisors regarding such differences and their impact on
the financial data.
For additional definitions, please see the section titled “Definitions and Abbreviations” on page no. [•]
of this DRHP. In the section titled “Description of equity shares and terms of the Articles of
Association” on page no. [•] of this DRHP, defined terms have the meaning given to such terms in the
Articles of Association of the Company.
Market Data
Unless stated otherwise, industry data and the market data used throughout this DRHP have been
obtained from internal company reports and industry publications and other industry sources.
Industry publications generally state that the information contained in those publications has been
obtained from sources believed to be reliable but that their accuracy and completeness are not
guaranteed and their reliability cannot be assured. Although the Company believes that industry
data used in this DRHP is reliable, it has not been independently verified.
Currency of Presentation
In this DRHP, unless the context otherwise requires, all references to the word “Lacs” or “Lac”,
means “One hundred thousand” and the word “million” means “Ten Lacs” and the word “Crore”
means “ten million” and the word “billion” means “One thousand million and the word “trillion”
means “One thousand billion”. In this DRHP, any discrepancies in any table between total and the
sum of the amounts listed are due to rounding off.
Throughout this Draft Red Herring Prospectus, all the figures have been expressed in Millions
(Mn.) of Rupees, except when stated otherwise. All references to “Rupees” and “Rs.” in this
Draft Red Herring Prospectus are to the legal currency of India.
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Forward Looking Statements
This DRHP contains certain “forward-looking statements”. These forward looking statements
generally can be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”,
“estimate”, “intend”, “objective”, “plan”, “project”, “shall”, “will”, “will continue”, “will pursue” or other
words or phrases of similar import. Similarly, statements that describe the Company’s objectives,
plans or goals are also forward-looking statements.
All forward looking statements are subject to risks, uncertainties and assumptions about the
Company that could cause actual results to differ materially from those contemplated by the
relevant forward-looking statement. Important factors that could cause actual results to differ
materially from the Company’s expectations include, among others:
For further discussion of factors that could cause the actual results to differ, please refer to the
section titled “Risk Factors”, “Business Overview” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” beginning on page [•],[•] and [•] of this DRHP. By
their nature, certain market risk disclosures are only estimates and could be materially different
from what actually occurs in the future. As a result, actual future gains or losses could materially
differ from those that have been estimated. Neither the Company, the Directors, BRLM nor any of
their respective affiliates have any obligation to update or otherwise revise any statements reflecting
circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if
the underlying assumptions do not come to fruition. In accordance with SEBI requirements, the
Company and BRLM will ensure that investors in India are informed of material developments until
such time as the grant of listing and trading permission by the Stock Exchanges.
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Risk Factors
An investment in equity shares involves a high degree of risk. Investor should carefully consider all the
information in this DRHP, including the financial statements and the risks and uncertainties described
below, before making an investment in the Company’s Equity Shares. The financial data in this section
is as per the Company’s financial statements prepared in accordance with Indian GAAP. If any of the
following risks actually occur, the Company’s business, results of operations and financial condition
could suffer, the trading price of the Equity Shares could decline, and the investor may lose all or part
of his investment.
Unless specified or quantified in the relevant risk factors below, the Company is not in a position to
quantify the financial or other implications of any of the risks described in this section.
Materiality
The Risk factors have been determined on the basis of their materiality. The following factors have
been considered for determining the materiality.
1. Some events may not be material individually but may be found material collectively.
2. Some events may have material impact qualitatively instead of quantitatively.
3. Some events may not be material at present but may be having material impact in future.
1. For the proposed project of setting up an API plant at Pharma City, Visakhapatnam, the
company is yet to apply for certain statutory approvals.
The Company proposes to set up a manufacturing facility for APIs at Jawaharlal Nehru Pharma City,
Parwada, Visakhapatnam, as detailed in the section titled ‘Objects of the Issue’ on page no. [•] of this
DRHP, for which certain statutory approvals are required. Please refer to the section titled
“Government Approvals” appearing on page [•] wherein the list of licences and approvals for the
proposed project are listed.
The Company has already got its factory plans approved from the Director of Factories, AP and also
obtained Industrial Entrepreneur Memorandum for its proposed products from Ministry of Industry
and Commerce.
The Company is in the process of applying / obtaining the other approvals during the progress of the
work on the project, as and when required. Any delay in obtaining these approvals may affect the
schedule of implementation and hence, the profitability of operations. Non receipt or any delay in
receipt of these approvals could delay the implementation of the project.
2. The Company is yet to get a title deed executed in its favour for the land acquired in
Visakhapatnam for the proposed project.
The Company has entered into a sale agreement with APIIC and Ramky Pharma City (India) Limited,
dated 16 June, 2006 for 16.42 acres of land in Jawaharlal Nehru Pharma City, Parwada,
Visakhapatnam and has taken over the possession of the land, on which it is proposed to set up a
manufacturing facility for APIs. A title deed in the Company’s favour will be executed by APIIC after
commencement of commercial production. The Company has also entered into a Development and
Service Agreement with APIIC and Ramky Pharma City (India) Limited for the development,
construction and maintenance of infrastructure facilities.
3. Failure to comply with the conditions attached to the land acquired for the proposed
project could result in revocation of the land allotted.
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APIIC has allotted the land, admeasuring 16.42 acres, to the Company subject to certain terms and
conditions:
i. Get the sale agreement for land and development cost registered with Sub Registrar of
Assurances concerned.
ii. Utilise the land for the purpose for which it is allotted before seeking Registration of the
Land in Company’s favour.
iii. Registration of Sale deed will be made in the Company’s favour only after implementation
of the project in full in the allotted land.
iv. Abide with the terms and conditions as stated in the Sale and the Development
Agreement entered into by the Company.
Company’s inability to comply with the aforesaid conditions will affect the proposed project.
4. The total cost of plant and machinery in the proposed project is Rs. 229.50 Mn., for which
the orders are yet to be placed.
The Company has identified the plant and machinery required for the proposed project and has also
invited quotations. The purchase orders will be placed soon after negotiations are over. Delay in
procurement could affect the implementation schedule of the proposed project.
The project cost is proposed to be funded solely out of the issue proceeds. Any delay in the issue
process or any under-subscription to this Issue could affect the implementation schedule. Further,
any inability of the Company to meet cost overruns, arising due to cost escalation, change in any
laws or such other reason, could also affect the implementation of the proposed project.
6. The proposed project has not been appraised by any bank or financial institution.
The Company has not got its proposed project for manufacturing of APIs, appraised by any bank or
financial institution. However, the Company has got a techno economic viability (TEV) study done of
the proposed project by APITCO which has concluded that the proposed project is technically
feasible and economically viable.
7. The Company is yet to make firm arrangements to meet its working capital requirement,
part of which it intends to fund from the proposed IPO proceeds.
According to APITCO (TEV) report, it is estimated that the working capital requirement for the
proposed API project would be Rs.159.45 Mn. The Margin money of Rs.39.87 Mn, is intended to be
funded out of the proposed IPO proceeds. The Company intends to borrow the remaining portion
from Bank, for which it is yet to make firm arrangements.
8. The Company is yet to receive certain renewals required for its current operations.
The Company has obtained the necessary approvals required to carry on its existing operations and
business, as listed in the section titled ‘Government Approvals’ on Page No. [•] of this DRHP.
However the following consents have expired for Unit I for which the Company has submitted an
application for renewal vide application dated 23 February, 2007.
1. Consent Order to operate the industrial plant in the Air Pollution control areas under Section
21 of Air (Prevention & Control of Pollution) Act, 1981, which was valid up to 31 March,
2007.
2. Consent Order to operate the industrial plant to discharge effluent from certain outlets under
Section 25/26 of Water (Prevention & Control of Pollution) Act, 1974 which was valid up to
31 March, 2007.
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3. Grant of authorization for occupier or operator handling hazardous wastes under Rule 3(C) &
5(5) of The Hazardous Wastes (Management and Handling) Rules, 1989, which was valid
upto 31 March, 2007.
Any rejection or refusal by the concerned authorities for the aforesaid may affect the operations of
the company.
9. There are outstanding litigations involving the Company and also a Promoter Group
company, namely Balaji Agro Industries Limited.
There are no proceedings pending against the Company by the Income Tax Department and the
Company is not disputing any tax demand, except as stated below:
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2000-01 U/s. 80HHC – Company Departmental
has included sales tax and appeal before High
excise duty in the total Court
547,090 Nil
turnover, whereas Income
Tax department has not
included the same.
2001-02 U/s. 80HHC – Company Appeal Before
has included sales tax and Income Tax
excise duty in the total Appellate Tribunal.
Nil 7,979,032
turnover, whereas Income
Tax department has not
included the same.
2002-03 Appeal Before
U/s. 41(3) – Insurance
Income Tax 3,905,446 7,124,575
claim on R & D Assets
Appellate Tribunal.
2003-04 U/s 10B - Claim Appeal Before
for export benefits Commissioner of
9,850,578 10,000,000
U/s. 35 - Depreciation On Income Tax
R&D Assets (Appeals)
For details please refer to page no. [•] under the section ‘Outstanding litigations / Disputes /
Defaults’ of this DRHP.
(B) Outstanding Litigations involving Balaji Agro Industries Limited, a Promoter Group
company:
Balaji Agro Industries Limited has acquired the assets of Nagarjuna Drugs Limited from APIDC.
After acquisition, it had received notices for various dues from the Provident Fund department, AP
Central Power Distribution Company, Income Tax and Excise departments to which the Company
had suitably replied. Further it has not received any response from any of these departments. For
details please refer to page no. [•] under the section ‘Outstanding litigations/Disputes/Defaults’ of
this DRHP.
There are certain Income Tax demands aggregating to Rs.17.48 Million. For details please refer to
page no. [•] under the section ‘Outstanding litigations/Disputes/Defaults’ of this DRHP.
11. Short fall or non – availability of critical inputs and any escalation in their prices could
have an impact on the operations and financial condition of the Company.
The major raw materials that are used by the Company in its production processes are Sodium
metal, pyridines along with gases like ammonia, nitrous oxide and solvents like methanol, paraffin
oil, toluene etc., for heating purposes during the manufacturing process, the Company uses oils like
Light diesel oil and Heavy Cresote Oil. While Sodium is procured from China, pyridines and some
chemicals are also imported from Japan, Germany and US. These are available locally, but the
Company has chosen to import them due to their availability at better prices. Others, namely gases,
solvents and oils are procured locally. Any shortfall or non availability of the inputs as well as any
fluctuations in prices may affect the operations and margins.
12. The Company is subject to extensive environmental regulations and compliances, which
may expose the Company to increased costs and liabilities.
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The Company is subject to environmental laws and regulations, which impose restrictions on the
volume of effluents discharged into air, water and environment and establish standards for the
treatment, storage and disposal of hazardous wastes.
Compliance with these regulations entails significant expenditures. Non – compliances or any
further imposition of restrictions by the concerned authorities would result in additional costs which
may affect the operations and margins of the company.
13. Mishaps or accidents in the manufacturing facilities could result in a loss or shutdown
of operations and could also cause damage to life and property.
Both the manufacturing facilities of the Company are subject to operating risks, including but not
limited to, breakdown or accidents & mishaps. Any consequential losses arising due to such events
will affect the operations and financial condition.
14. Any adverse events in the industry to which the products of the Company cater to,
especially the pharma sector, could have a material impact on the performance of the
Company.
The products manufactured by the Company find application in pharma, agro based products,
pesticides, explosives, bio technology products, electroplating chemicals. The Company mainly
derives its sales revenue from companies in the pharma sector. Any change in demand, product
specification or other adverse event pertaining to the industry may affect the performance of the
company.
The Company is depending on a few suppliers for raw materials. The Company’s long standing
relationship with these suppliers has ensured a smooth supply chain of raw materials at competitive
prices. However, any disruption in supplies of the raw materials by these suppliers will significantly
affect the operations of the company.
16. One of the units of the Company is a 100% EOU which enjoys certain tax concessions
and incentives that are soon expiring.
The export profits generated out of Unit II of the Company, a 100% EOU, are exempt from income
tax under Section 10B of the I.T. Act upto 31 March 2009. Subsequently, the profitability of the
company will be affected.
17. The Company does not have any long term contracts with its customers.
The Company sells its products based on the purchase orders placed by its customers. The demand
for chemical intermediates manufactured by the Company is dependant on customers’
requirements, which further depends on market conditions and competition. The company is not
having any long term arrangements with its customers. Any significant variation in the demand will
affect the operations and profitability of the company.
18. Any defects in the products could make the Company liable for customer claims, which
in turn could affect the Company’s results of operations.
19. Exchange rate fluctuations may have an impact on the financial operations of the
Company.
Imports and exports, an integral part of the Company’s operations, exposing it to foreign exchange
rate fluctuations and risks.
20. The Company’s success depends upon its professionals who are its key managerial
personnel and its ability to attract and retain these personnel.
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The success of the business depends on the performance of the Company’s management and key
personnel. The Company has designated these professionals to take charge of its different
departments. Discontinuation in service by any such professional will affect the operations of the
company.
21. There are certain Related Party Transactions entered into with the promoter.
Dr.Y.V.S.Murty, one of the Promoters of the Company, is interested to the extent of payment received
by him as royalty and rent from the Company. For details please refer to “Related Party
Transactions” appearing on page [•] of this DRHP.
Alkali Metals is engaged in the manufacture of chemicals which are supplied to pharma companies.
The Memorandum of Association of Yerramilli Chemicals Private Limited (a promoter group
company) authorises Yerramilli Chemicals Private Limited to do a similar business.
23. There are some restrictive covenants in the letter issued by SBI, the Company’s bankers,
sanctioning working capital facility to the Company.
There are certain restrictive covenants in the Sanction Letter given by SBI, sanctioning working
capital limits to the Company. These covenants refers to prior approval of Bank to be obtained in
respect of matters relating to effecting of any change in the capital structure of the company,
formulating any scheme of amalgamation or reconstruction, undertaking any new project, expansion
or acquiring of fixed assets, investing by way of share capital of other corporate bodies, lending or
advancing funds to or place deposits with any other concern, entering into borrowing arrangement
either secured or unsecured with any other bank, financial institution, company or otherwise,
undertaking any guarantee obligation on behalf of any other company, declare dividend etc., The
Company cannot undertake the aforementioned activities without the prior approval of the Bank.
24. Some of the Group Companies/Ventures promoted by the Promoters have incurred losses
in the last three years.
The following group companies promoted by the Promoters have incurred losses in one or more of
the last three years:
(Rs. in Mn.)
Name of the Company FY 2005 FY 2006 FY 2007
25. The techno economic viability report from APITCO contains certain weakness and
threats
WEAKNESS
15
The threat does not seem potent as of now as quality is a key requirement of all
customers and switchovers to new suppliers are costly and time consuming. Alkali Metals
has set up a system to monitor prices, value additions and make quick changes in its
MAKE or BUY decisions to maintain profitability at desired levels.
1. There are a number of factors outside the Company’s control that may affect the
Company.
There are several factors that may cause fluctuations to the Company’s revenues and operating
Results, outside its control, that may prejudicially affect its business, and results of operations,
including but not limited to:
a. The availability and duration of tax benefits and the availability of other Government
incentives.
b. Change in Government policies in the sector(s) in which the Company operates.
c. Currency exchange rate fluctuations;
d. The economies of India, and other principal international markets, more particularly in
countries of export, as well as other general economic factors.
e. Political instability or changes in the government could delay the liberalisation of the Indian
economy and adversely affect economic conditions in India generally.
Force majeure events, could adversely affect the financial markets, result in a loss of client
confidence and adversely affect the Company’s business, results of operations, financial conditions
and cash flows.
2. After this Issue, the prices of the Equity Shares of the Company may be highly volatile, or
an active trading market for the Equity Shares may not develop.
The price of the Company’s Equity Shares may be highly volatile as a result of several factors,
including:
• Volatility in the Indian and Global Securities market;
• The Company’s results of operations and performance;
• Performance of the competitors in the industry and the perception in the market about
investments in the pharma and other sectors to which the products of the Company largely
cater to;
• Adverse media reports on the Company or the user industry;
• Changes in the estimates of the Company’s performance or recommendations by financial
analysts;
• Significant developments in India’s economic liberalisation and deregulation policies;
• Changes in the applicable tax incentives;
• Significant development in India’s fiscal and environmental regulations.
• The exchange rate of USD or any other relevant currency; and
• General political and security environment in the country and across the globe.
16
There has been no public market for the Company’s Equity Shares till now and the prices of the
Equity Shares may fluctuate after this Issue. There can be no assurance that an active trading
market for the Equity Shares will develop or be sustained after this.
• Public Issue of 3,846,100 Equity Shares of Rs.10/- each at a price of Rs. [•] for cash aggregating
Rs. [•] Million. The issue would constitute 35.66% of the fully diluted post issue paid-up capital of
the Company.
• The Net Worth of the Company as on 31 March, 2007 is Rs. 293.96 Mn., based on the Company’s
restated financial statements.
• The NAV per equity share of Rs. 10/- each was Rs. 48.72/- as on 31 March, 2007.
• There has been no sale or purchase of equity shares of the Company by the Promoter, Promoter
group and the Directors of the Company during a period of six months preceding the date of filing
of the DRHP, except for a gift of 2,320,850 equity shares by Mrs. Y.V.Lalitha Devi to
Dr.Y.V.S.Murty on 23 June, 2007.
• The average cost of acquisition of an equity share by the promoters for each share is given below:
• Other than as disclosed either in “related party transactions” on page [•], the Promoters / Directors
/ key management personnel of the Company / Group companies have no interest other than
reimbursement of expenses incurred or normal remuneration or benefits arising out of the
shareholding/employment in the Company or its subsidiary or out of any business relation with
any of the ventures in which they are interested. For interests of promoters and directors, please
refer the chapters “Management” and “Promoters and their Background” beginning on pages [•]
and [•] of this DRHP.
• No loans and advances have been made to any persons/companies in which the Directors of the
Company are interested.
• The Issue is being made through a 100% Book Building Process wherein upto 50% of the Issue to
the Public will be available for allocation on a proportionate basis to Qualified Institutional Buyers
(“QIBs”) (of which 5% will be available for allocation for Mutual Funds). Further, not less than 15%
of the Issue to the Public will be available for allocation on a proportionate basis to Non-
Institutional Bidders and not less than 35% of the Issue to the Public will be available for
allocation on a proportionate basis to Retail Individual Bidders, subject to valid bids being received
at or above the Issue Price.
• Investors may note that in case of over-subscription in the Issue, allotment to Retail Individual
Investors, Non Institutional Investors and QIBs shall be on a proportionate basis. For more
information, please refer to page no. [•] under the section titled ‘Basis of Allotment or Allocation’.
• Trading in equity shares of the Company for all investors would be in dematerialized form only.
• All information shall be made available by the BRLM and the Company to the public and investors
at large and no selective or additional information would be available only to a section of the
investors in any manner whatsoever.
• Investors are advised to refer to the paragraph entitled “Basis for Issue Price” on page [•] of this
DRHP.
17
• Investors may contact the BRLM or the Compliance Officer for any information, clarifications or
complaints pertaining to the issue.
• There are no contingent liabilities as on 31st March, 2007, except as mentioned in the Auditor’s
report on page [•] of this Draft Red Herring Prospectus.
• Bidders should note that on the basis of name of the Bidders, Depository Participant’s name,
Depository Participant-Identification number and Beneficiary Account Number provided by them
in the Bid cum Application Form, the Registrar to the Issue will obtain from the Depository
demographic details of the Bidders such as address, bank account details for printing on refund
orders and occupation. Hence, Bidders should carefully fill in their Depository Account details in
the Bid-cum-Application Form and also update their demographic details with their respective
depositary participant.
• No part of the Issue proceeds will be paid as consideration to Promoters, Directors, Key Managerial
Personnel, Associate or Group Companies.
• Since inception, the Company has issued 6,771,040 Bonus shares by Capitalisation of free
reserves, as under:
• The Company and the BRLM will update the Offer Document in accordance with the Companies
Act and the SEBI DIP Guidelines and the Company and the BRLM will keep the public informed of
any material changes relating to the Company till the listing of the shares on the stock exchanges
18
SECTION III -INTRODUCTION
SUMMARY OF INDUSTRY AND BUSINESS
This is only a summary and does not contain all the information that you should consider
before investing in the Company’s Equity Shares. Investor should read the following summary
together with the Risk Factors on page [z] of this DRHP and the more detailed information
about Alkali Metals Limited and its financial statements included in this DRHP.
INDUSTRY OVERVIEW
Chemical industry is one of the oldest industries in India. It not only plays a crucial role in meeting
the daily needs of the common man, but also contributes significantly towards industrial and
economic growth of the nation. Its multi faceted structure has played a vital role in the economic
development of the country. The industry, including petrochemicals, and alcohol-based chemicals,
has grown at a pace outperforming the overall growth of the industry.
The global chemical industry, estimated at US$ 2.4 trillion, is one of the fastest growing sectors of
the manufacturing industry. Despite the challenges of escalating crude oil prices and demanding
international environmental protection standards now adopted globally, the chemicals industry has
grown at a rate higher than the overall-manufacturing segment.
Chemical Industry is an important constituent of the Indian economy. Its size is estimated at around
US$ 35 billion approx., which is equivalent to about 3% of India's GDP. The total investment in
Indian Chemical Sector is approx. US$ 60 billion and total employment generated is about 1 million.
The Indian Chemical sector accounts for 13-14% of total exports and 8-9% of total imports of the
country. In terms of volume, it is 12th largest in the world and 3rd largest in Asia. Currently, per
capita consumption of products of chemical industry in India is about 1/10th of the world average.
Over the last decade, the Indian Chemical industry has evolved from being a basic chemical
producer to becoming an innovative industry. With investments in R&D, the industry is registering
significant growth in the knowledge sector comprising of specialty chemicals, fine chemicals and
pharmaceuticals.
PHARMACEUTICAL INDUSTRY
GLOBAL SCENARIO
As per IMS Health Global Pharma Forecast, in 2006 global pharmaceutical market grew 7 percent,
at constant exchange rates, to $643 billion. A rebound in growth to 8.3 percent in the U.S. — fueled
by an increase in prescribing volume due to Medicare Part D — and innovations in oncologics that
drove strong 20.5 percent global growth in that therapeutic class, were key contributors to the
market’s expansion.
In 2006, North America, which accounts for 45 percent of global pharmaceutical sales, grew 8.3
percent to $290.1 billion, up from 5.4 percent the previous year. This strong growth was due to the
impact in the U.S. of the first year of the Medicare Part D benefit and the resulting increase in
prescribing volume, as well as solid 7.6 percent growth in Canada. The five major European
markets (France, Germany, Italy, Spain and the U.K.) experienced 4.4 percent growth to $123.2
billion, down from 4.8 percent growth in 2005, the third year of slowing performance. Sales in Latin
America grew 12.7 percent to $33.6 billion, while Asia Pacific (outside of Japan) and Africa grew 10.5
percent to $66 billion.
19
DOMESTIC SCENARIO
The Indian Pharmaceutical Industry is the largest in the developing world. The industry currently
produces a wide range of bulk drugs. In fact, India is currently a world leader in manufacture and
export of basic drugs such as ethambutol and ibuprofen. Indian pharmaceutical companies now
supply almost all the country’s demand for formulations and nearly 70 per cent of demand for bulk
drugs. India is also one of the top five API producers (with a share of about 6.5 per cent) and has the
world’s third largest manufacturing industry valued at US$ 2 billion.
(Note: The above figures are for the year 2006. Source: APITCO (TEV) Report)
India ranks 4th worldwide accounting for 8 per cent of the world's production (in terms of volume)
and 13th in terms of value. Currently, Indian pharmaceutical companies produce about 20 per cent
to 22 per cent of the world’s generic drugs (in terms of value). Today, the sector today is in the front
rank of India’s science-based industries with wide ranging capabilities in the complex field of drug
manufacture and technology. A highly organised sector, the Indian pharmaceutical industry is
estimated to be worth US$ 4.5 billion, growing at over 9 per cent annually.
20
BUSINESS OVERVIEW:
Alkali Metals was incorporated on 17 April, 1968 in a joint venture with APIDC. Founded by
Dr.Y.V.S.Murty, the Company commenced the production of sodium metal, with an installed
capacity of 125 MT. There were only a few manufacturers of sodium metal at that time and the
technology was not available easily. The Company developed the technology for sodium metal based
on in - house R & D capabilities and this was an achievement, considering various hazards in the
development and manufacture of the same. The Company has the distinction of developing
technology for the manufacture of Nuclear Grade sodium metal for usage in fast breeder nuclear
reactors for power generation.
The Company developed technologies for several derivatives based on sodium metal, picoline and
various other cyclic compounds.
Manufacture of sodium metal is power intensive. With increasing power tariffs, imported sodium
metal became more attractive compared to the cost of indigenous production. The Company
diversified and built its product portfolio which can be classified into the following three categories:
i. Sodium derivatives.
ii. Pyridine derivatives.
iii. Fine chemicals.
The Company has further developed 246 products in the aforesaid categories.
The Company manufactures products on bulk and regular basis, campaign basis and on contract
manufacturing basis for international customers. Technology for these products was developed in –
house which is an achievement considering hazardous process chemistry involved in the
development and manufacture of the same. The Company developed suitable systems to ensure safe
and smooth functioning of the plants and has got the necessary accreditions.
Currently, the Company has two manufacturing facilities, Unit I and II, ISO 9001: 2000 and ISO
14001:2004 certified, with installed capacities of 2,200 MT and 1,250 MT respectively. While Unit I
is engaged in the manufacture of sodium derivatives, organo alkali metallics, tetrazoles, amino
pyridines and caters to the domestic market, Unit II, a 100% EOU is engaged in the manufacture of
pyridine derivatives, cyclic compounds and fine chemicals. These products find wide application and
use in various industries like the pharma, agro based products, pesticides, explosives, bio
technology products and electroplating chemicals.
The Company now proposes to set up a manufacturing facility for APIs at Jawaharlal Nehru Pharma
City, Parwada, Visakhapatnam, for which it has already acquired land admeasuring 16.42 acres.
The Techno economic viability of the proposed project has been studied by APITCO.
The Company is also currently implementing an expansion plan in its Unit II to enhance the total
existing capacity of both units from the current level of 3450 MT to 4500 MT. This is expected to be
completed by FY 2007-2008. The Company has estimated the cost of the expansion to be around
Rs.191.40 Mn, funded out of term loan sanctioned by State Bank of India and internal cash
accruals.
21
THE ISSUE
Under subscription, if any, in any of the categories shall be allowed to be met with spillover inter se
from the other categories, at the sole discretion of the Company and the BRLM.
22
SUMMARY OF FINANCIAL DATA
The following tables set forth the summary of financial information derived from the restated and
audited financial statements as of and for the fiscal years ended 31 March, 2003, 2004, 2005, 2006
and 2007 prepared in accordance with Indian GAAP, Companies Act, 1956 and SEBI (DIP)
Guidelines, as described in the Auditors’ Report of M/s. Avadhani & Co., Chartered Accountants
included in the section titled ‘Financial Information’ beginning on page [•] of this DRHP and should
be read in conjunction with those financial statements and notes thereon.
Expenditure
Raw materials Consumed 209.18 200.77 180.87 300.63 353.26
Employees cost 14.24 24.22 31.92 37.76 42.55
Power & Fuel 23.42 31.01 32.63 45.80 59.25
Other Manufacturing Cost 33.98 31.81 38.10 29.44 15.47
Research & Development
Expenses 20.33 19.86 19.43 27.71 19.28
Marketing Expenses 33.26 29.43 26.73 33.12 28.49
Interest ( Financial Expenses) 10.61 8.38 11.28 17.80 20.29
Depreciation 7.88 9.64 11.28 12.81 16.87
Total 352.90 355.11 352.23 505.08 555.46
Net profit before extra ordinary
Items & Tax 85.31 71.34 54.66 144.28 84.55
Extra Ordinary Item:
Loss on Sale of Investment 0.00 0.00 4.11 0.29 0.00
Current tax(Provision and
payment) 8.00 6.00 2.50 9.50 6.00
Deferred Tax 3.50 2.00 1.00 1.50 2.50
Net profit after Tax 73.81 63.34 47.05 132.99 76.05
amount available for
appropriation 73.81 63.34 47.05 132.99 76.05
APPROPRIATION
Provision for Dividend 15.08 30.17 18.10 105.59 27.15
Provision For tax on Dividend 1.89 3.87 2.37 14.81 3.81
Transfer to General Reserve 7.38 6.33 5.00 14.00 8.00
Balance Carried over to Balance
Sheet 49.46 22.97 21.58 (1.40) 37.09
23
SUMMARY OF ASSETS AND LIABILITIES-RESTATED (Rs. In Mn.)
24
GENERAL INFORMATION
Board of Directors:
The Board of Directors consists of the following:
For further details of the Directors, see the section titled “Management” beginning on page [•]
of this DRHP.
25
Statutory Auditors to the Company
Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre-
issue or post-Issue related problems such as non-receipt of letters of allotment, credit of
allotted shares in the respective beneficiary account, refund orders, etc.
Syndicate Members
.
[ ]
.
[ ]
Refund Banker
.
[ ]
26
Legal Advisors to the Issue
All members of the recognized stock exchanges would be eligible to act as Brokers to the Issue.
Statement of Responsibility
Religare Securities Limited is the sole BRLM to the Issue and shall be responsible for the following
activities:
The post-issue activities will involve essential follow-up steps, which must include finalisation of
basis of allotment/ weeding out multiple applications, listing of instruments, demat credits and
dispatch of refunds, with the various agencies connected with the work such as registrars to the
issue, bankers to the issue, and the bank handling refund business.
Credit Rating
This being an issue of Equity Shares, there is no requirement of credit rating for the Issue.
IPO Grading
The Company has appointed ICRA Ltd., as the Grading Agency for grading the IPO of the Company.
ICRA Ltd., has assigned [•] Grade to the IPO. The following are the rationale furnished by ICRA Ltd.,
for the IPO Grade assigned to the IPO.
IPO Grading concept is relatively new and the investors should carefully consider all the information
provided in this DRHP including IPO Grading information and should make their own judgment
prior to making any investment in this Issue. This IPO Grading does not take cognizance of the issue
price of the Equity Shares of the Company and it is not a recommendation to buy, sell or hold the
Equity Shares.
27
Trustees
As this is an Issue of Equity Shares, the appointment of Trustees is not required.
Monitoring Agency
The appointment of monitoring agency is not required in accordance with Clause 8.17 of SEBI (DIP)
Guidelines, 2000 to monitor the utilization of the issue proceeds. The Audit Committee of the Board
will monitor the use of the proceeds of the Issue.
Appraising Agency
The Company has not got its project appraised by any bank or Financial Institution or Merchant
Banker. However, APITCO has done a Techno Economic Viability (TEV) study of the Company’s
proposed project, as envisaged in the ‘Objects of the Issue’ and has concluded that the proposed
project is technically feasible and economically viable. The TEV report has been used as a basis for
this document wherever required. APITCO has, vide its letter dated 21 July, 2007, given consent for
inclusion of its name in this Document and for its feasibility report being used in this document.
The Company, in consultation with the BRLM, reserves the right not to proceed with the Issue
anytime after the Bid/Issue Opening Date without assigning any reason thereof. In the event of
withdrawal of the Issue anytime after the Bid/Issue Opening Date, our Company will forthwith
repay, without interest, all monies received from the applicants in pursuance of the Draft Red
Herring Prospectus. If such money is not repaid within 8 days after our Company become liable to
repay it, i.e. from the date of withdrawal, then our Company, and every Director of our Company
who is an officer in default shall, on and from such expiry of 8 days, be liable to repay the money,
with interest at the rate of 15% per annum on application money.
Book building refers to the process of collection of Bids, on the basis of the DRHP within the Price
Band. The Issue Price is fixed after the Bid Closing Date/Issue Closing Date.
• The Company;
• BRLM;
• Syndicate Members
• Escrow Collection Bank(s)/ Refund Bank; and
• Registrar to the Issue.
The SEBI Guidelines have permitted an issue of securities to the public through the 100% Book
Building Process, wherein upto 50% of the Issue shall be allocated on a proportionate basis to QIBs
out of which up to 5% shall be available for allocation on a proportionate basis to Mutual Funds and
the balance to all QIBs including Mutual Funds. Further, not less than 15% of the Issue shall be
available for allotment on a proportionate basis to Non-Institutional Bidders and not less than 35%
of the Issue shall be available for allotment on a proportionate basis to Retail Individual Bidders,
subject to valid Bids being received at or above the Issue Price. The Company will comply with the
SEBI Guidelines for this Issue. In this regard, the Company has appointed the BRLMs to manage the
Issue and to procure subscriptions to the Issue.
Pursuant to amendments to the SEBI Guidelines, QIB Bidders are not allowed to withdraw
their Bid(s) after the Bid Closing Date/Issue Closing Date and for further details see the
section titled “Terms of the Issue” on page [.] of this DRHP.
28
Illustration of Book Building and Price Discovery Process (Investors should note that this example
is solely for illustrative purposes and is not specific to the Issue)
Bidders can bid at any price within the price band. For instance, assume a price band of Rs. 20 to
Rs.24 per share, issue size of 3,000 equity shares and receipt of five bids from bidders, details of
which are shown in the table below. A graphical representation of the consolidated demand and
price would be made available at the bidding centres during the bidding period. The illustrative book
as shown below shows the demand for the shares of the company at various prices and is collated
from bids from various investors.
The price discovery is a function of demand at various prices. The highest price at which the issuer
is able to issue the desired number of shares is the price at which the book cuts off, i.e., Rs. 22 in
the above example. The issuer, in consultation with the BRLMs, will finalise the issue price at or
below such cut off price, i.e., at or below Rs. 22. All bids at or above this issue price and cut-off bids
are valid bids and are considered for allocation in the respective categories.
• Check eligibility for bidding, see the section titled “Issue Procedure - Who Can Bid?” on page
[.] of this DRHP;
• Ensure that the Bidder has a demat account; and
• Ensure that the Bid cum Application Form is duly completed as per instructions given in the
DRHP and in the Bid cum Application Form.
Bid/Issue Program
Bids and any revision in Bids shall be accepted only between 1000 hrs and 1500 hrs (Indian
Standard Time) during the Bidding Period as mentioned above at the bidding centres mentioned on
the Bid cum Application Form except that on the Bid/Issue Closing Date, the Bids shall be accepted
only between 1000 hrs and 1300 hrs (Indian Standard Time) and uploaded till such time as
permitted by the BSE and the NSE on the Bid/Issue Closing Date. Investors please note that as per
letter no. List/smd/sm/2006 dated 03rd July 2006 and letter no. NSE/IPO/25101-6 dated 06th
July 2006 issued by BSE and NSE respectively, bids and any revision in Bids shall not be accepted
on Saturdays and holidays as declared by the Exchanges. The Price Band will be decided by us in
consultation with the BRLMs. The announcement on the Price Band shall also be made available on
the websites of the BRLMs and at the terminals of the Syndicate. We reserve the right to revise the
Price Band during the Bidding Period in accordance with SEBI Guidelines. The cap on the Price
Band should not be more than 20% of the floor of the Price Band. Subject to compliance with the
immediately preceding sentence, the floor of the Price and can move up or down to the extent of
20%. In case of revision in the Price Band, the Bidding/Issue Period will be extended for three
additional days after revision of Price Band subject to the Bidding/Issue Period not exceeding 10
working days. Any revision in the Price Band and the revised Bidding/Issue Period, if applicable, will
be widely disseminated by notification to the BSE and the NSE, by issuing a press release, and also
by indicating the change on the web sites of the BRLMs and at the terminals of the Syndicate.
29
Underwriting Agreement
After the determination of the Issue Price but prior to filing of the Prospectus with the RoC, the
Company will enter into an Underwriting Agreement with the Underwriters for the Equity Shares
proposed to be offered through this Issue.
The Underwriters have indicated their intention to underwrite the following number of Equity
Shares:
(This portion has been partly left blank intentionally and will be filled in before filing of the Prospectus
with the RoC)
The above-mentioned amount is indicative underwriting and this would be finalized after pricing.
The above Underwriting Agreement is dated [●]. In the opinion of the Board of Directors (based on a
certificate given by the Underwriters), the resources of all the above mentioned Underwriters are
sufficient to enable them to discharge their respective underwriting obligations in full. All the above-
mentioned Underwriters are registered with SEBI under Section 12(1) of the Securities and
Exchange Board of India Act, 1992 or registered as brokers with one or more of the Stock
Exchanges. The above Underwriting Agreement was accepted by the Board of Directors of the
Company at their meeting held on [●] and the Company has issued letters of acceptance to the
Underwriters. Allocation among Underwriters may not necessarily be in proportion to their
underwriting commitments. In the event of any default, the respective Underwriter in addition to
other obligations to be defined in the Underwriting Agreement will also be required to
procure/subscribe to the extent of the defaulted amount. Notwithstanding the above table, the
Underwriters shall be severally responsible for ensuring payment with respect to Equity Shares
allocated to investors procured by them, provided, however, it is proposed that pursuant to the
terms of the Underwriting Agreement, the BRLM shall be responsible for bringing in the amount
devolved in the event that their respective Syndicate Members do not fulfill their underwriting
obligations.
30
CAPITAL STRUCTURE
The Share Capital of the Company as on the date of filing of the DRHP with SEBI is set forth below:
(Rs. in Mn.)
Particulars Nominal Aggregate Value
Value at Issue Price
A. Authorised Capital
15,000,000 equity shares of Rs 10/- Each 150.00 150.00
B. Issued, Subscribed and Paid Up Capital prior to the
Issue:
6,938,640 equity shares of Rs. 10/- each 69.39
C. Present Issue through this DRHP
3,846,100 Equity Shares of Rs. 10/- each 38.46
D. Issued, Subscribed and Paid – up Capital after the
Issue
10,784,740 Equity Shares of Rs. 10/- each fully paid up 107.85 [●]
E. Share Premium Account
Before the Issue Nil
After the Issue [●]
Details of increase in the Authorised Share Capital of the Company from the date of incorporation till
filing of the DRHP are as follows:
31
Notes to Capital Structure:
1. Share Capital History of Company
Capital Built up: The existing equity share capital of Company has been subscribed and allotted as
under: -
Date of Number Face Issue Consideration Reason for No. of Equity Cumulative Cumulative
Allotment of Valu Price Allotment Shares Paid up Share
Equity e (Rs.) (Cumulative) Share Premium
Shares (Rs.) Capital (Rs.) (Rs.)
allotted
17 April, 40 100 100 Cash Subscribers to 40 4,000 Nil
1968 memorandum
19 July, 4930 100 100 Cash Allotment to 4,970 497,000 Nil
1968 promoters
and others
16 30 100 100 Cash Allotment to 5,000 500,000 Nil
September, promoters and
1968 others
23 600 100 100 Cash Allotment to 5,600 560,000 Nil
September, promoters and
1969 others
21 April, 2200 100 100 Cash Allotment to 7,800 780,000 Nil
1970 promoters and
others
29 August, 800 100 100 Cash Allotment to 8,600 860,000 Nil
1970 promoters and
others
9 March, 400 100 100 Cash Allotment to 9,000 900,000 Nil
1971 promoters and
others
15 40000 10 10 Cash Allotment to 130,000 1,300,000 Nil
December, some of the
1977 existing
shareholders
7 April, 5000 10 10 Cash Allotment to 135,000 1,350,000 Nil
1979 others
27 13800 10 10 Cash Allotment to 148,800 1,488,000 Nil
November, others and
1979 existing
shareholders
5 March, 18800 10 10 Cash Allotment to 167,600 1,676,000 Nil
1980 some of the
existing
shareholders
18 April, 335200 10 - - Bonus issue 502,800 5,028,000 nil
1992 (2:1)
29 March, 2011200 10 - - Bonus issue 2,514,000 25,140,000 Nil
1994 (4:1)
21 502800 10 - - Bonus issue 3,016,800 30,168,000 Nil
February, (1:5)
1998
7 July, 3016800 10 - - Bonus issue 6,033,600 60,336,000 Nil
2000 (1:1)
21 July, 905040 10 - - Bonus issue 6,938,640 69,386,400 Nil
2007 (15:100)
32
Note: The stock split from face value of Rs.100/- per equity share to Rs.10/- per equity share was
approved by the shareholders at the EGM on 5 November, 1977.
Except as mentioned in the table above, the Company has not issued any shares for consideration,
other than cash.
33
7 July, Bonus* 1,206,68 10 - - 11.19 2,413,360
2000 (1:1) 0
1 March, Transfer 150 10 10 Cash 0.00 2,413,510
2006
23 June, Gift 2,320,85 10 - - 21.52 4,734,360
2007 0
21 July, Bonus 710,154 10 - - 6.58 5,444,514
2007 (15:100)
34
Dr. YVS 7 July Bonus 536,680 10 - - 4.98
Murty 2000
1 March Cash 150 10 10 Cash 0.001
2006 Transfer
21 July Bonus 710,154 10 - - 6.58
2007
Sub - total 1,246,984 11.56
* The face value of the shares was Rs. 100 which was later on split into 10 shares of Rs. 10 each
authorised by shareholders at the EGM on 5 November, 1977.
Out of 10,784,740 equity shares, 2,160,817 equity shares shall be locked in for a minimum
period of three years, towards minimum promoter’s contribution from the date of allotment in
the public issue or commencement of commercial production, whichever is later and the
remaining 4,777,823 shares representing 68.86% of pre issue capital shall be locked in for a
period of 1 year from the date of allotment in the public issue. Dr.Y.V.S.Murty and
Mr.Y.S.R.Venkata Rao have, vide letters dated August 20, 2007 respectively given their consent
for lock in of shares as stated above. These securities will not be disposed / sold / transferred by
the promoters during the period starting from the date of filing the DRHP with SEBI till the date
of commencement of lock in period as stated in the DRHP.
35
C. History of Promoter Group’s Shareholding:
36
21 July Bonus 3,438 10 - - 0.03 26,358
2007 (15:100)
Chem 23 Transfer 500 10 10 Cash 0.00 500
Design December,
Compa 2003
ny Pvt.
Ltd
21 July Bonus 75 10 - - 0.00 575
2007 (15:100)
Except as stated above no other individual or company, which is a constituent of promoter group is
holding any shares in the company. All the above shares shall be locked in for a period of 1 year.
The lock - in shall commence beginning from the date of allotment in the public issue. These
securities will not be disposed / sold / transferred by the promoters during the period starting from
the date of filing the DRHP with SEBI till the date of commencement of lock in period as stated in
the DRHP.
D. The entire pre – issue share capital, other than locked – in as minimum promoters’ contribution
shall be locked in for a period of one year from the date of allotment in the public issue.
• The Equity Shares considered for Promoters’ contribution do not include Equity Shares
acquired by the Promoters during the preceding three years resulting from bonus issue out of
revaluation reserves or for shares issued for consideration other than cash.
• The Equity Shares issued to Promoter during the preceding one year at a price lower than the
Issue Price have not been considered for computation of Promoter’s contribution.
• The Equity Shares forming part of Promoter’s contribution do not consist of any private
placement made by solicitation of subscription from unrelated persons either directly or
through any intermediary.
• The locked-in Equity Shares held by the Promoters can be pledged only to banks or financial
institutions as collateral security for any loans granted by such banks or financial
institutions, provided that the pledge of shares is one of the terms for of sanction of loan.
• Equity Shares held by the person other than the promoters, prior to the Issue, which are
locked-in as per clause 4.14 of these Guidelines, may be transferred to any other person
holding shares which are locked-in as per clause 4.14 of these Guidelines subject to
continuation of lock-in in the hands of transferees for the remaining period and compliance
of SEBI (SAST) Regulations, 1997, as applicable.
• The Equity Shares held by the Promoters, which are in lock in, may be transferred to and
among the Promoter Group or to a new promoter or persons in control of the Company
subject to continuation of the lock-in in the hands of the transferees for the remaining period
and compliance with Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 1997, as applicable.
37
3. Shareholding Pattern:
38
(b) Particulars of top ten shareholders as on 10 days prior to the date of filing of the DRHP with
SEBI
5. There has been no equity shares sold or purchased by the Promoter, the Promoter Group and the
directors during the period of six months preceding the date on which this DRHP is filed with
SEBI, except as given below:
* The above shares were gifted to Dr. Murty by Mrs. Lalitha Devi.
6. For names of the natural persons who are in control or who are on the Board of Directors of the
bodies corporate forming part of the promoter group please see page no.[●] of the DRHP under
‘Ventures/Other Concerns Promoted by Promoters/ Promoter Group Companies”
7. In the agreements entered into by the Company for working capital facilities and term loans with
the Banks, there are certain restrictive covenants therein regarding the Company’s capital
structure. As per these covenants, the Company, cannot, without the prior approval of the
Banks, undertake any expansion / change in capital structure, diversification or any change in
the constitution of the Company, issue bonus shares, dispose promoters shareholding, permit
any transfer of the controlling interest or make any drastic change in the management set up,
make investment in associate / group concerns (including subsidiaries), declare dividends if
account is running irregular / any terms and conditions are not complied with.
39
9. The Promoters’ contribution has been brought to the extent of not less than the specified
minimum lot being Rs. 25,000/- from individuals and Rs 100,000/- from corporates.
10. The Promoters, Directors and BRLM of the Issue have not entered into any buy-back and “stand
by” and similar arrangement for the securities being issued through this DRHP.
11. An oversubscription to the extent of 10% of the Issue size can be retained for the purpose of
rounding off to the nearer multiple of minimum lot while finalizing the allotment.
12. The Equity Shares offered through the Issue will be made fully paid up or forfeited within 12
months from the date of allotment in this Issue.
13. An investor cannot apply for more than the number of Equity Shares offered through the Issue,
subject to the maximum limit of investment prescribed under relevant laws applicable to each
category of investors.
14. There are no outstanding warrants, options or rights to convert debentures, loans or other
instruments into Equity Shares.
15. There would be no further issue of capital whether by way of issue of bonus shares, preferential
allotment, rights issue or public issue or in any other manner during the period commencing
from submission of the DRHP with SEBI until the equity shares offered hereby have been listed.
16. Presently, the Company does not intend or propose to alter its capital structure for a period of
six months from the date of opening of the Issue whether by way of split or consolidation of the
denomination of the Shares or by way of a further issue of capital (including issue of securities
convertible into or exchangeable, directly or indirectly for Shares) whether preferential or
otherwise, if the company enters into any joint venture, merger or acquisition, it may consider
raising additional capital to fund such activity or use Shares as currency for acquisition or
participation in such joint ventures or issue shares on such merger, if any.
17. The Company has not raised any bridge loans against the proceeds of the Issue.
18. The Company has not issued Equity Shares for consideration other than cash except to the
extent of Bonus Shares issued to the existing shareholders by capitalization of free reserves. For
details refer to the table giving the built up of paid up capital of the Company under the section
on Page no. [•] of this DRHP.
19. The Company has not issued any Equity Shares during the preceding 12 months, before the date
of the DRHP at a price lower than the issue price.
20. There will be only one denomination of the Equity Shares of the Company, unless otherwise
permitted by law. The Company shall comply with such disclosure and accounting norms as may
be specified by SEBI from time to time.
21. The Company has a total of Seven Equity Share holders as on date.
22. As on date of filing the DRHP with SEBI, the Company does not have any Employee Stock Option
Scheme/Employee Stock Purchase Scheme.
23. The Company has not revalued its assets during last five years.
24. Specific written consent has been obtained from the promoters for inclusion of such number of
their existing shares to ensure minimum Promoters’ contribution is subject to lock-in to the
extent of 20% of Post-Issue Paid-up Capital.
25. The securities which are subject to lock-in shall carry the inscription “non-transferable” and the
non-transferability details shall be informed to the depositories. The details of lock-in shall also
40
be provided to BSE and NSE, where the shares are to be listed, before the listing of the
securities.
26. In case of over-subscription in all categories, up to 50% of the Net Issue to the Public shall be
available for allocation on a proportionate basis to Qualified Institutional Buyers (including
specific allocation of 5% within the category of QIBs for Indian Mutual Funds). Further a
minimum of 15% of the Net Issue to the Public shall be available for allocation on a
proportionate basis to Non-Institutional Bidders and a minimum of 35% of the Issue shall be
available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids
being received at or above the Issue Price. Under subscription, if any, in any portion would be
met with spill over from other categories at the sole discretion of the Company in consultation
with the BRLM.
27. No payment, direct or indirect in the nature of discount, commission, allowance or otherwise
shall be made either by us or our promoters to the persons who receive allotments, if any, in this
Issue.
28. The Equity Shares are not pledged with any financial institution/banks.
41
OBJECTS OF THE ISSUE
(A) The Company plans to set up an API plant at Jawaharlal Nehru Pharma City at
Visakhapatnam.
(B) General Corporate Purposes.
(C) Meet the expenses of the Issue.
The main objects and objects incidental or ancillary to the main objects set out in the Memorandum
of the Company enable it to undertake its existing activities and the activities for which funds are
being raised through the present Issue.
Requirement of Funds
Means of Finance
It is intended to finance the above mentioned objects solely out of the issue proceeds.
The overall fund requirement and deployment have been estimated by the Management. These
estimates are based on the current business plan of the Company, which are subject to various
factors including but not limited to possible cost overrun; construction /development delays or
defects; receipt of critical governmental approvals. In view of this, the Company may have to revise
its business plan from time to time and consequently the fund requirement and utilisation of
proceeds from the present Issue. In case of any variations in the actual utilisation of funds
earmarked for the above activities, any increased fund deployment for a particular activity will be
met from internal accruals, while any excess, if any, will be utilised for general corporate purposes.
No part of the issue proceeds will be paid as consideration to Promoters, Directors and Key
Managerial Personnel.
Appraisal
The Company has not got its proposed project appraised by any bank or financial institution.
However, the techno economic commercial aspects of the proposal have been evaluated by APITCO
and concluded that the proposed project is technically feasible and economically viable. APITCO has,
vide its letter and report dated 21 July, 2007, given consent to its name being included in the DRHP
and for contents of its report being used, wherever required. Based on the TEV study of the project
conducted by APITCO, the project cost is estimated to be Rs.427.24 Mn.
The detailed break up of the estimated total cost of Rs.427.24 Mn for setting up an API Plant, for
which funds are being proposed to be raised through the IPO, is given:
42
(Rs. in Mn)
Particulars TOTAL
Land and Site Development 28.50
Building and civil works 81.00
Plant and machinery 229.50
Miscellaneous fixed assets 5.00
Contingencies 32.37
Electricity deposits 2.50
Pre –operative expenses 8.50
Margin money for working capital 39.87
Total 427.24
The API plant is proposed to be set up in Jawaharlal Nehru Pharma City at Parawada, located 25
kms from Visakhapatnam. The Pharma City is being developed by APIIC in joint venture with
M/s.Ramky Group (the developer) through a SPV called Ramky Pharma City (India) Limited, from
whom the Company has acquired 16.42 acres vide sale agreement dated 16 June, 2006 for a
consideration of Rs.6.57 millions, the remaining amount being towards site development and
creation of common infrastructure like effluent treatment plant. The Company has taken possession
of the land and APIIC will execute a title deed in the Company’s favour after commencement of
commercial production. None of the Promoters and Directors of the Company is directly or indirectly
interested in the above acquisition.
Building:
The estimated built up area of the proposed buildings to be erected for housing the API facility is
estimated to be 10,000 square metres, containing three main process buildings (production blocks)
to support the manufacture of at least four APIs at any time in totally mutually exclusive
manufacturing lines.
The cost of civil works is estimated to be Rs.81 Mn, the break up of which is given below:
1. Production Block 1
Ground Floor 720 sq. m 6000 8.64
First Floor 720 sq. m
2. Production Block 2
Ground Floor 720 sq. m 6000 8.64
First Floor 720 sq. m
3. Production Block 3
Ground Floor 720 sq. m 6000 8.64
First Floor 720 sq. m
5 Intermediates Block
Ground Floor 360 sq. m 4500 3.24
First Floor 360 sq. m
6 Raw material Stores Block
Ground Floor 720 sq. m 5000 7.20
First Floor 720 sq. m
7 Finished goods stores 720 sq. m 5000 3.60
Block
8 R & D, Quality control 720 sq. m 6000 4.32
Block
43
9 Utilities Block 720 sq. m 5000 3.60
It is estimated that Rs.229.50 Mn would be required for the plant and machinery proposed to be
installed in the proposed API facility, the break up of which is as follows:
The Company is in the process of inviting quotations for the plant and machinery and is yet to place
final purchase orders for them. A detailed break up of the equipment required under each
aforementioned head, along with the details of the quotation invited for the same are given.
PROCESS PLANT:
(Rs. in Mn.)
S. Description Capacity Qty Rate Total Details of quotation
No Cost (Name, reference and date)
1 Glasslined 1000 L 3 0.60 1.80 Nile Limited, Ref
reactor :Nile/Mktg/AP-0107/3687,
Dt. 25-06-2007
2 Glasslined 2000 L 7 0.75 5.25 Nile Limited, Ref
reactor :Nile/Mktg/AP-0107/3687,
Dt. 25-06-2007
3 Glasslined 3000 L 8 0.95 7.60 Nile Limited, Ref
44
reactor :Nile/Mktg/AP-0107/3687,
Dt. 25-06-2007
4 Glasslined 5000 L 6 1.05 6.30 Nile Limited, Ref
reactor :Nile/Mktg/AP-0107/3687,
Dt. 25-06-2007
5 SS Reactor 1000 L 4 0.35 1.40 SS Fab Tek, Ref : Dt. 02-07-
2007
6 SS Reactor 2000 L 4 0.50 2.00 SS Fab Tek, Ref : Dt. 02-07-
2007
7 SS Reactor 3000 L 14 0.65 9.10 SS Fab Tek, Ref : Dt. 02-07-
2007
8 SS Reactor 4000 L 10 0.80 8.00 SS Fab Tek, Ref : Dt. 02-07-
2007
9 SS Reactor 5000 L 8 1.00 8.00 SS Fab Tek, Ref : Dt. 02-07-
2007
10 SS Reactor 6000 L 2 1.10 2.20 SS Fab Tek, Ref : Dt. 02-07-
2007
11 SS High 2000 L 1 1.50 1.50 SS Fab Tek, Ref : Dt. 02-07-
Pressure 2007
Reactor
12 SS High 3000 L 1 2.00 2.00 SS Fab Tek, Ref : Dt. 02-07-
Pressure 2007
Reactor
13 SS Heat Aht- 6 4 0.10 0.40 SS Fab Tek, Ref : Dt. 02-07-
exchanger sq.m 2007
14 SS Heat Aht 12 18 0.15 2.70 SS Fab Tek, Ref : Dt. 02-07-
exchanger Sq.m. 2007
15 SS Heat A ht 16 12 0.20 2.40 SS Fab Tek, Ref : Dt. 02-07-
Exchanger Sq.m 2007
16 All glass 9 inch 30 0.075 2.25 Shiva Scientific Glass Pvt.
condenser dia Ltd., Ref : SCGL/AML/202,
Dt. 02-07-2007
17 SS Basket 48 inch 24 1.00 24.00 Oriental Manufacturers (P)
centrifuge Ltd., Ref :
OMPL/AML/VBD15/QTN-
05019/2007-06-18, Dt. 26-
06-2007
18 SS Leaf filter, 100L 10 0.075 0.75 SS Fab Tek, Ref : Dt. 02-07-
2007
19 SS Nutsch 2 Sq.m. 2 0.15 0.30 SS Fab Tek, Ref : Dt. 02-07-
Filter 2007
20 Tray dryer 48 trays 4 0.30 1.20 Oriental Manufacturers (P)
Ltd., Ref :
OMPL/AML/VBD15/QTN-
05019/2007-06-18, Dt. 26-
06-2007
45
23 Roto cone 500 L 4 1.50 6.00 Oriental Manufacturers (P)
Vacuum dryer Ltd., Ref :
OMPL/AML/VBD15/QTN-
05019/2007-06-18, Dt. 26-
06-2007
24 Multi mill 100 Kg 4 0.20 0.80 SS Fab Tek, Ref : Dt. 02-07-
per hour 2007
25 Sifter 100 Kg 4 0.10 0.40 SS Fab Tek, Ref : Dt. 02-07-
per hour 2007
26 SS Blender 2000 L 4 0.50 2.00 SS Fab Tek, Ref : Dt. 02-07-
2007
27 SS Measuring 500 L 6 0.08 0.48 SS Fab Tek, Ref : Dt. 02-07-
tank 2007
28 SS Measuring 1000 L 18 0.12 2.16 SS Fab Tek, Ref : Dt. 02-07-
tank 2007
29 SS Measuring 2000 L 16 0.20 3.20 SS Fab Tek, Ref : Dt. 02-07-
tank 2007
30 SS Measuring 3000 L 6 0.30 1.80 SS Fab Tek, Ref : Dt. 02-07-
tank 2007
31 FRP Measuring 250 L 2 0.05 0.10 Fibrecon Engineering Co. Ref :
tank FEC/45/06/2006-2007,
Dt. 04-07-2007
32 FRP Measuring 1000 L 6 0.10 0.60 Fibrecon Engineering Co. Ref :
tank FEC/45/06/2006-2007,
Dt. 04-07-2007
33 MS Measuring 1000 L 10 0.05 0.50 SS Fab Tek, Ref : Dt. 02-07-
tank 2007
34 SS Storage 16000L 2 0.75 1.50 SS Fab Tek, Ref : Dt. 02-07-
tank. 2007
35 MS Storage 10000 L 6 0.25 1.50 SS Fab Tek, Ref : Dt. 02-07-
tank 2007
36 MS Storage 16000 L 6 0.30 1.80 SS Fab Tek, Ref : Dt. 02-07-
tank 2007
37 FRP Storage 16000 L 2 0.45 0.90 Fibrecon Engineering Co. Ref :
tank FEC/45/06/2006-2007,
Dt. 04-07-2007
38 HDPE 10000L 2 0.08 0.16 Fibrecon Engineering Co. Ref :
Storage tank FEC/45/06/2006-2007,
Dt. 04-07-2007
39 SS Centrifugal 3 Cu. M 16 0.04 0.64 Process Pumps (I) Pvt. Ltd.,
pump. H= 20M Ref : PHYD/CQ/AP/050/07,
Dt. 21-06-2007
40 Centrifugal 6 Cu. M 8 0.045 0.36 Process Pumps (I) Pvt. Ltd.,
pump . H= 20M Ref : PHYD/CQ/AP/050/07,
Dt. 21-06-2007
46
torr vac. Dt. 03-07-2007
40 Four stage 10 kg. 2 0.10 0.20 Hydrovac Systems , Ref :
steam jet HS/001/167/2007-08,
ejectors Dt. 03-07-2007
44 Continuous set 0.60 0.60 SS Fab Tek, Ref : Dt. 02-07-
Distillation unit 2007
45 MS Batch 5000 L set 0.40 0.40 SS Fab Tek, Ref : Dt. 02-07-
distillation unit 2007
46 SS Batch 5000 L set 0.80 0.80 SS Fab Tek, Ref : Dt. 02-07-
Vacuum 2007
distillation unit
TOTAL 121.63
47
2007
58 Thermic fluid 2 lac 1 0.40 0.40 Transparent Energy Systems
heating system k.cal / Pvt. Ltd., Ref :
hour TESPL/QTN/2007, Dt. 28-06-
2007
59 Air compressor 50 N 1 0.07 0.07 Equipment & Spares , Ref :
Cu.M SE/40076/WN,
Dt. 28-06-2007
60 Water treatment 5000 set 3.00 3.00 Indwa Technologies Ref :
unit lits / WTU/105-25/07-PRO,
hour Dt. 02-07-2007
61 Diesel 500 KVA 1 2.50 2.50 Power Track , Ref :
generating set PT/Q/176/07-08,
Dt. 29-06-2007
62 Nitrogen plant 20 nm3 / 1 1.00 1.00 MVS Engineering Limited Ref :
hour MVS/15267,
Dt. 15-05-2007
TOTAL 19.52
The Company does not propose to purchase any second hand machinery for the purpose of its
proposed project.
Miscellaneous Assets:
The TEV report estimates that an amount of Rs.5 Mn would be required for other miscellaneous
assets comprising furniture, computers, vehicles etc., The Company has not yet invited any
quotations for the supply of any of these assets.
Electricity deposits:
A Consumption deposit of estimated electricity bill for three months is to be deposited with
APTRANSCO, the power distribution company. The TEV report estimates the power bill to be around
Rs. 10 Mn during the second year of operations. Based on this a deposit amount of Rs.2.5 Mn has
been calculated and included in the project cost.
The commercial production of the proposed project is scheduled to commence in January, 2009. It is
estimated that at the end of the FY 2009 – 2010, being one complete year of operations at the
proposed manufacturing facility, Rs.159.45 Mn would be the working capital requirement for the
proposed project. While the margin money is included in the total project cost, the arrangement for
the remaining amount would be made from Banks during the progress of the project. The workings
are given below:
48
(Rs. in Mn)
PARTICULARS HOLDING PERIOD (in months) Amount
Current Assets
Raw material 2 35.30
Packing material 1 0.18
Work in progress 1 21.07
Finished goods 1.5 43.13
Bills receivable 3 86.25
Total current assets (A) 185.93
Less: Current liabilities
Sundry creditors (B) 1.50 26.48
Working capital (A) – (B) 159.45
Margin@ 25% - proposed to be 39.87
funded out of the issue
proceeds
Bank finance @ 75% 119.58
The total estimated project cost is based on estimates and quotation received for capital equipment.
Considering that some pricing assumptions may change, the provision for contingency has been
estimated at Rs.32.37 Mn, which is 10% of the total value of fixed assets.
The pre – operative expenses are estimated at Rs.8.50 Mn, an estimated break up of which is given
below:
C. Issue Expenses
The expenses for this Issue include management fees, selling commissions, underwriting
commission, printing and distribution expenses, fee payable to other intermediaries, statutory
advertisement expenses and listing fees payable to the Stock Exchanges, amongst others. The
estimated Issue expenses are as under:
(Rs. in Mn)
Activity Estimated % of Total % of Total Issue
Amount Expenses Size
Lead Management Fees [•] [•] [•]
Registrar’s Fees [•] [•] [•]
Printing and Stationery [•] [•] [•]
Advertising and marketing expenses [•] [•] [•]
Underwriting, brokerage and selling [•] [•] [•]
commission
Other expenses [•] [•] [•]
Total Estimated Issue expenses [•] [•] [•]
All expenses with respect to the Issue would be borne by the Company.
49
Schedule of Implementation:
(Rs. in Mn.)
Particulars TOTAL Already Yearly Deployment of Funds
Incurred*
2007-08 2008-09
Land and Site Development 28.50 24.57 3.93 --
Building and civil works 81.00 -- 40.00 41.00
Plant and machinery 229.50 -- 181.00
48.50
Miscellaneous fixed assets 5.00 -- -- 5.00
Contingencies 32.37 -- -- 32.37
Electricity deposits 2.50 -- -- 2.50
Pre –operative expenses 8.50 -- -- 8.50
Margin money for working capital 39.86 -- -- 39.86
Sub Total 427.23 --
General Corporate Purposes [•] -- -- --
Issue expenses [•] 1.84 [•] [•]
Total [•] 26.41 [•] [•]
The Company has, as on July 10, 2007, spent Rs.26.41 Mn on the proposed Objects of the Issue out
of internal cash accruals. The contents of the certificate dated July 26, 2007 issued by
M/s.Avadhani & Co, Chartered Accountants, the Statutory Auditors of the Company, in this regard
are reproduced below:
50
Deployment of funds for the Proposed Project
(Rs. in Mn.)
Particulars Spent Upto
10.07.07
Land and Site Development 24.57
Building and civil works -
Plant and machinery
Miscellaneous fixed assets
Contingencies
Electricity deposits
Pre –operative expenses
Margin money for working capital
Total 24.57
Issue expenses 1.84
Means of Finance
Internal Cash Accruals 26.41
Pending utilization for the purposes described above, the proceeds of the issue shall be kept in fixed
deposits with scheduled commercial banks, which would be authorised by the Board of Directors or
a duly constituted committee thereof.
No monitoring agency has been appointed to monitor the utilization of the issue proceeds as the
same is not required in terms of clause 8.17 of SEBI (DIP) Guidelines, 2002. The Company
undertakes to disclose the utilisation of proceeds in its financial statements. The Company will
disclose the utilization of proceeds under a separate head in its balance sheet for fiscal 2008 and
2009 clearly specifying the purpose for which such proceeds have been utilized. The Company shall,
in its balance sheet for fiscal 2008 and 2009, provide details, if any, in relation to all such proceeds
of the issue that have not been utilized thereby also indicating investments, if any, of such
unutilized proceeds of the issue.
51
BASIC TERMS OF THE ISSUE
The present Issue is of 3,846,100 Equity Shares at a price of Rs. [•] for cash aggregating Rs. [•]
Millions (hereinafter referred to as the "Issue"), The Issue to the public would constitute 35.66% of
the post Issue paid-up capital of the Company respectively.
The Equity Shares being issued are subject to the provisions of the Companies Act, the
Memorandum and Articles, the terms of the DRHP, Application Form and other terms and
conditions as may be incorporated in the allotment advice and other documents/certificates that
may be executed in respect of the Issue. The Equity Shares shall also be subject to laws, as
applicable, guidelines, notifications and regulations relating to the issue of capital and listing of
securities issued from time to time by SEBI, GoI, Stock Exchanges, RBI, RoC and /or other
authorities, as in force on the date of the Issue and to the extent applicable.
Terms of Payment:
Applications should be for a minimum of [•] equity shares and in multiples of [•] equity shares
thereafter. The entire price of the equity shares of Rs. [•]/- per share (Rs. 10/- face value + Rs. [•]/-
premium) is payable on application.
In case of allotment of lesser number of equity shares than the number applied, the excess amount
paid on application shall be refunded by us to the applicants.
Minimum Subscription
If we do not receive the minimum subscription of 90% of the Net Issue to the Public including
devolvement of the members of the Syndicate, in any within 60 days from the Bid Closing Date, we
shall forthwith refund the entire subscription amount received. If there is a delay beyond 8 days
after we become liable to pay the amount, we shall pay interest prescribed under Section 73 of the
Companies Act 1956.
52
BASIS FOR ISSUE PRICE
The BRLM believes that the Issue Price of Rs. [•] is justified in view of the qualitative and
quantitative parameters, as enumerated below. See the section titled “Risk Factors” beginning on
page [•] of the DRHP and the financials of the Company, as set out in the Auditors’ Report on
financial statements on page [•] of the DRHP to have a more informed view.
Qualitative Factors:
a. In a joint venture with APIDC, the Company commenced the production of sodium metal, with
an installed capacity of 125 MT.
b. The Company has completed four decades of operations.
c. The Company is a leading manufacturer of sodium azide and sodium amide.
d. The technologies for its products are developed based on in – house R & D capability.
e. The Company has received ISO 9001: 2000 and ISO 14001:2004 certifications by Bureau
Veritas for both the units.
f. The Company has also received Certificate of Recognition for “Export House”.
g. It has got a team of well qualified and experienced Promoters and key personnel for the
management of the day to day affairs.
h. For the proposed project, the Company has entered into an agreement for the sale and
development of 16.42 acres of land, with Ramky Pharma City (India) Limited, a SPV, with
equity participation from Ramky Infrastructure Limited and APIIC and has also taken
possession of the land.
Quantitative Factors:
Information presented in this section is derived from the restated financial statements prepared in
accordance with Indian GAAP.
Adjusted Earnings per Share (EPS) of face value of Rs. 10/- each
EPS has been calculated as per the following formula: [Net profit attributable to equity shareholders
No. of Equity Shares outstanding at the end of Year]
Price Earning Ratio (P/E) in relation to Issue Price of Rs. [●] per share
Lowest – 3.40
Average 18.20
(Source: Capital Market, Volume XXII/10, July 16 -29, 2007; Category: Chemicals)
53
Average Return on Net worth (RONW)
The figures disclosed below are based on the restated financial statements of the Company
Particulars Average RONW % Weights
Year ended 31 March, 2005 19.91 1
Year ended 31 March, 2006 53.44 2
Year ended 31 March, 2007 25.87 3
Weighted Average 34.06
Avg. RONW has been calculated as per the following Net profit after tax and before exceptional
formula item
Networth excluding revaluation reserve
and Share application money dur
ing the period}
Minimum Return on Total Net Worth post Issue required to maintain pre Issue EPS of Rs. [●] is [•]
Particulars
Peer Group*
Jubiliant Organics Limited 16.10 18.5 21.10 67.0
(Source: Capital Market, Volume XXII/10, July 16 -29, 2007; Category: Petrochemicals)
Equity Shares are being issued at an Issue Price of Rs. [●] per Equity Share. The face value of the
Equity Shares is Rs.10/-. The Issue Price is [●] times of the face value.
The BRLM believes that the Issue Price of Rs. [●] is justified in view of the above qualitative and
quantitative parameters. See the section titled "Risk Factors" beginning on page [●] of the DRHP and
the financials of the Company including important profitability and return ratios, as set out in the
Auditors’ Report on financial statements on page [●] of the DRHP to have a more informed view.
54
STATEMENT OF TAX BENEFITS
M/s.Avadhani & Co., Chartered Accountants of the Company, have certified vide their letter dated
26 July, 2007, that under the current provisions of the I.T. Act, 1961 and the existing laws for the
time being in force, the following benefits, inter alia, will be available to the Company and the
members.
To,
The Board of Directors
Alkali Metals Ltd.,
B-5, Block-III, Industrial Development Area,
Uppal, Hyderabad – 500 039.
We hereby report that the enclosed annexure states the possible tax benefits available to Alkali
Metals Ltd. (the “company”) and its shareholders under the current tax laws presently in force in
India as amended by the Finance Act, 2007 after the Bill is enacted in Parliament. Several of these
benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under
the relevant tax laws. Hence, the ability of the Company or its shareholders to derive the tax benefits
is dependent upon fulfilling such conditions, which based on business imperatives the Company
faces in the future, the Company may or may not choose to fulfill.
The benefits discussed below are not exhaustive. This statement is only intended to provide general
information to the investors and is neither designed nor intended to be a substitute for professional
tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each
investor is advised to consult his or her own tax consultant with respect to the specific tax
implications arising out of their participation in the issue. We do not express any opinion or provide
any assurance as to whether:
. the Company or its shareholders will continue to obtain these benefits in future ; or
. the conditions prescribed for availing the benefits have been / would be met with.
The contents of this annexure are based on information, explanations and representations obtained
from the Company and on the basis of the understanding of the business activities and operations of
the Company.
K.R.K. AVADHANI
PARTNER
M.NO. 2946
HYDERABAD
DATED: 26-07-2007
55
STATEMENT OF POSSIBLE DIRCT TAX BENEFITS AVAILABLE TO ALKALI METALS LTD
(THE “ COMPANY” ) AND ITS SHAREHOLDERS
(A) BENEFITS AVAILABLE UNDER THE INCOME – TAX ACT, 1961 (THE ‘ACT’)
I. TO THE COMPANY
2) Exemption u/s 10 B
One of the units of the Company being a 100% expect oriented undertaking , under the provisions
of sec 10B of the I.T. Act, the Company is entitled to claim its Income pertaining to Exports exempt
from Tax.
3) Depreciation u/s 32
In accordance with and subject to the provisions of section 32 of the I.T. Act, the company will be
allowed to claim depreciation on specified tangible and intangible assets as per the rates specified.
Besides normal depreciation, the company, in terms of section 32(1) (iia), shall be entitled to claim
depreciation @ 20% of actual cost on new plant and machinery acquired after 31 March, 2005
56
capital gains exempted earlier would become chargeable to tax as long term capital gains in the year
in which the bonds are transferred or converted into money.
i. the issue is made by a public company formed and registered in India; and
ii. the issue forming part of the issue are offered for subscription to the public.
iii. However, if the above specified shares are sold or otherwise transferred within a period of one
year from the date of its acquisition, the amount of capital gains exempted earlier would become
chargeable to tax as long term capital gains in the year in which the share are sold or otherwise
transferred.
57
6) Exemption of Long Term Capital Gain u/s 54ED
According to the provisions of section 54ED of the Act and subject to the conditions specified
therein. Capital gains not exempt under section 10(38) and arising from transfer of long term assets.
Being listed securities or units shall not be chargeable to tax to the extent such gains are invested in
acquiring equity shares forming part of an “eligible issue of share capital “ with in six months from
the date of transfer of the long term assets ( provided they are not transferred within one year of
acquisition). Eligible issue of share capital has been defined as an issue of equity share which
satisfies the following conditions:
i. the issue is made by a public company formed and registered in India; and
ii. the shares forming part of the issue are offered for subscription to the public.
iii. However, if the above specified shares are sold or otherwise transferred within a period of one
year from the date of its acquisition, the amount of capital gains exempted earlier would become
chargeable to tax as long term capital gains in the year in which the share are sold or otherwise
transferred.
iv. the issue of shares by the Company being an eligible issue of share capital, the subscribers
there to would be eligible to claim the exemption granted under section 54ED
v. where the benefit of section 54ED has been availed of on investments in the equity shares
forming part of an eligible issue of share capital, a deduction from the income with reference to
such cost shall not be allowed under section 80C of the Act.
58
3) Lower Tax Rate u/s 111A on Long Term Capital Gains
As per the provisions of section 111A of the Act, short-term capital gains on sale of equity shares
where the transaction of sale is chargeable to STT shall be subject to tax at a rate of 10 percent (plus
applicable surcharge and education cess).
Where shares have been subscribed to in convertible foreign exchange- option of taxation
under Chapter XII – A of the Act :
Non – Resident Indians [as defined in section 115C(e) of the Act], being shareholders of an Indian
Company, have the option of being governed by the provisions of Chapter XII-A of the Act, which
inter alia entitles them to the following benefits in respect of income from shares of an Indian
company acquired, purchased or subscribed to in convertible foreign exchange :
i. According to the provisions of section 115D read with section 115E of the Act and subject to the
conditions specified therein, long term capital gains arising on transfer of an Indian company’s
shares, will be subject to tax at the rate of 10 percent ( plus applicable surcharge and education
cess), without indexation benefit.
ii. According to the provisions of section 115F of the Act and subject to the conditions specified
therein, gains arising on transfer of a long term capital asset being share in an Indian company
shall not be chargeable to tax if the entire net consideration received on such transfer is invested
within the prescribed period of six months in any specified asset or savings certificates referred
to in section 10(4B) of the Act. If part of such net consideration is invested within the prescribed
period of six months in any specified asset or savings certificates referred to in section 10(4B) of
the Act then such gains would not be chargeable to tax on a proportionate basis. For this
purpose, net consideration means full value of the consideration received or accruing as a result
of the transfer of the capital asset as reduced by any expenditure incurred wholly and exclusively
in connection with such transfer. Further, if the specified asset or savings certificate in which
the investment has been made is transferred within a period of three years from the date of
investment, the amount of capital gains tax exempted earlier would become chargeable to tax as
long term capital gains in the year in which such specified asset or savings certificates are
transferred.
iii. As per the provisions of section 115G of the Act, Non-Resident Indians are not obliged to file a
return of income under section 139(1) of the Act, if their only source of income is income from
investments or long term capital gains earned on transfer of such investments or both, provided
tax has been deducted at source from such income as per the provisions of Chapter XVII-B of the
Act.
iv. Under section 115H of the Act, where the Non-Resident Indian becomes assessable as a resident
in India, he may furnish a declaration in writing to the Assessing Officer, along with his return of
income for that year under section 139 of the Act to the effect that the provisions of the Chapter
XII-A shall continue to apply to him in relation to such investment income derived from the
specified assets for that year and subsequent assessment years until such assets are converted
into money.
v. As per the provisions of section 115 I of the Act, a Non-Resident Indian may elect not to be
governed by the provisions of Chapter XII-A for any assessment year by furnishing his return of
income for that assessment year under section 139 of the Act, declaring therein that the
provisions of Chapter XII-A shall not apply to him for that assessment year and accordingly his
total
vi. Income for that assessment year will be computed in accordance with the other provisions of the
Act.
59
5) Exemption of Long Term Capital Gain u/s 10(38)
According to section 10(38) of the Act, long term capital gains on sale of equity shares or units of an
equity oriented fund where the transaction of sale is chargeable to STT shall be exempt from tax.
i. The issue is made by a public company formed and registered in India; and
ii. The shares forming part of the issue are offered for subscription to the public.
iii. However, if the above specified shares are sold or otherwise transferred within a period of one
year from the date of its acquisition, the amount of capital gains exempted earlier would become
chargeable to tax as long term capital gains in the year in which the share are sold or otherwise
transferred.
iv. The issue of shares by the Company being an eligible issue of share capital, the subscribers
there to would be eligible to claim the exemption granted under section 54ED
v. Where the benefit of section 54ED has been availed of on investments in the equity shares
forming part of an eligible issue of share capital, a deduction from the income with reference to
such cost shall not be allowed under section 80C of the Act.
60
shall get rebate equal to the securities transaction tax paid by him in the course of his business.
Such rebate is to be allowed from the amount of income tax irrespective of such transactions
calculated by applying average rate of income tax.
i. the issue is made by a public company formed and registered in India; and
ii. the shares forming part of the issue are offered for subscription to the public.
61
iii. However, if the above specified shares are sold or otherwise transferred within a period of one
year from the date of its acquisition, the amount of capital gains exempted earlier would become
chargeable to tax as long term capital gains in the year in which the share are sold or otherwise
transferred.
iv. The issue of shares by the Company being an eligible issue of share capital, the subscribers
there to would be eligible to claim the exemption granted under section 54ED
v. Where the benefit of section 54ED has been availed of on investments in the equity shares
forming part of an eligible issue of share capital, a deduction from the income with reference to
such cost shall not be allowed under section 80C of the Act.
The above tax rates would be increased by the applicable surcharge and education cess. The benefits
of indexation and foreign currency fluctuation protection as provided by section 48 of the Act are not
available to FIIs. According to section 111A of the Act, short-term capital gains on sale of equity
shares where the transaction of sale is chargeable to STT shall be subject to tax at a rate of 10
percent (plus applicable surcharge and education cess).
62
4) Exemption of Long Term Capital Gain u/s 54ED
According to the provisions of section 54ED of the Act and subject to the conditions specified
therein. Capital gains not exempt under section 10(38) and arising from transfer of long term assets.
Being listed securities or units shall not be chargeable to tax to the extent such gains are invested in
acquiring equity shares forming part of an “eligible issue of share capital “ with in six months from
the date of transfer of the long term assets ( provided they are not transferred within one year of
acquisition). Eligible issue of share capital has been defined as an issue of equity share which
satisfies the following conditions:
i. the issue is made by a public company formed and registered in India; and
ii. the shares forming part of the issue are offered for subscription to the public.
iii. However, if the above specified shares are sold or otherwise transferred within a period of one
year from the date of its acquisition, the amount of capital gains exempted earlier would become
chargeable to tax as long term capital gains in the year in which the share are sold or otherwise
transferred.
As per the provisions of section 10(23D) of the Act, any income of Mutual Funds registered under the
Securities and Exchange Board of India Act, 1992 or Regulations made there under, Mutual Funds
set up by public sector banks or public financial institutions and Mutual Funds authorized by the
Reserve Bank of India would be exempt from income tax, subject to the conditions as the Central
Government may by notification in the Official Gazette specify in this behalf.
63
(B) BENEFITS AVAILABLE UNDER THE WEALTH – TAX ACT, 1957
The above Statement of Possible Direct Tax Benefits sets out the provisions of law in a summary
manner only and is not a complete analysis or listing of all potential tax consequences of the
purchase, ownership and disposal of equity shares. The statements made above are based on the tax
laws in force and as interpreted by the relevant taxation authorities as of date. Investors are advised
to consult their tax advisors with respect to the tax consequences of the purchase, ownership and
disposal of equity shares.
64
SECTION IV: ABOUT THE COMPANY
INDUSTRY OVERVIEW
The information presented in this section has been obtained from publicly available documents from
various industry sources, government publications and the APITCO (TEV) Report. Industry
websites/publications generally state that the information contained therein has been obtained from
sources generally believed to be reliable but their accuracy and completeness are not guaranteed and
their reliability cannot be assured and accordingly, investment decisions should not be based solely on
such information.
Chemical industry is one of the oldest industries in India. It not only plays a crucial role in meeting
the daily needs of the common man, but also contributes significantly towards industrial and
economic growth of the nation. Its multi faceted structure has played a vital role in the economic
development of the country. The industry, including petrochemicals, and alcohol-based chemicals,
has grown at a pace outperforming the overall growth of the industry.
The global chemical industry, estimated at US$ 2.4 trillion, is one of the fastest growing sectors of
the manufacturing industry. Despite the challenges of escalating crude oil prices and demanding
international environmental protection standards now adopted globally, the chemicals industry has
grown at a rate higher than the overall-manufacturing segment.
According to industry reports the pharmaceutical segment contributes approximately 26% of the
total industry output and approx. 35-40% is dominated by the petrochemical segment. Commodity
chemicals is the largest segment in the chemicals market with an approximate size of $ 750 billion
while the specialty and fine chemicals segment accounts for $ 500 billion.
Market Trends
• The global chemicals industry is estimated to have grown by about 5% from 2005.
• Commodity chemicals continues to be the largest segment followed by specialty and fine chemicals
and agrochemicals
(Source: Department of Chemicals and Petrochemicals, Ministry of Chemicals and Fertilizers, GoI)
65
Given below is an estimate of the future magnitude of some of the major chemical sectors
On the eve of 11th plan our economy is in a much stronger position than it was a few years ago.
After recording an average growth rate of about 5.5% in the 9th plan period (1997-98 to 2001-2002),
it has accelerated significantly in recent years. The average growth rate in the last four years of 10th
Plan period (2003-2004 to 2006-2007) is likely to be a little over 8%, making the growth rate for the
entire 10th Plan period 7.2%. This is below the 10th Plan target of 8%, but it is the highest growth
rate achieved in any plan period.
(Source: Report of the Working Group on Indian Chemical Industry formed by the Planning
Commission)
Chemical Industry is an important constituent of the Indian economy. Its size is estimated at around
US$ 35 billion approx., which is equivalent to about 3% of India's GDP. The total investment in
Indian Chemical Sector is approx. US$ 60 billion and total employment generated is about 1 million.
The Indian Chemical sector accounts for 13-14% of total exports and 8-9% of total imports of the
country. In terms of volume, it is 12th largest in the world and 3rd largest in Asia. Currently, per
capita consumption of products of chemical industry in India is about 1/10th of the world average.
Over the last decade, the Indian Chemical industry has evolved from being a basic chemical
producer to becoming an innovative industry. With investments in R&D, the industry is registering
significant growth in the knowledge sector comprising of specialty chemicals, fine chemicals and
pharmaceuticals. The Indian Chemical Market Segment wise is as under: -
Basic Chemicals 20
Specialty Chemicals 9
High End / Knowledge Segment 6
Total 35
(Source: Department of Chemicals and Petrochemicals, Ministry of Chemicals and Fertilizers, GoI)
66
Indian Chemical Industry
Others
Soaps/Toilotteries 3% Pharmaceuticals
11% 15%
Organic
Synthetic Fibers Chemicals
16% 15%
Inorganic
Chemicals
Polymers 8%
6% Dyes
2%
Paints
Fertilizers 3%
18%
Agro Chemicals
3%
The Indian chemicals industry comprises both small and large-scale units. While the fiscal
concessions granted to the small sector in mid-eighties led to the establishment of a large number of
units in the SSI sector, the industry is currently in the midst of major restructuring and
consolidation. With the shift in emphasis on product innovation, branch building and environmental
friendliness, this industry is increasingly moving towards greater customer orientation.
In terms of consumption, the chemical industry is its own largest customer and accounts for
approximately 33 per cent of the consumption. In most cases, basic chemicals undergo several
processing stages to be converted into downstream chemicals. These in turn are used for industrial
applications, agriculture, or directly for consumer markets. Industrial and agricultural uses of
chemicals include auxiliary materials such as adhesives, unprocessed plastics, dyes and fertilizers,
while uses within the consumer sector include pharmaceuticals, cosmetics, household products,
paints, etc.
The Indian Chemical Industry ranks 12th by volume in the world production of chemicals. The
industry’s current turnover is 14% of the total manufacturing output of the country. The export of
chemicals in the year 2002 was USD 5.875 billion, which formed almost 0.9 % of the world export of
chemical products and about 13% of the country’s total export. Substantial proportion of these
exports goes to the USA, Europe and other developed nations. Its contribution to the national
revenue by way of custom and excise duties is about 20%. India is strong in basic chemicals that go
into production of consumer items like paints, dyes, soaps, medicines, toiletries, cosmetics, etc.,
Even though India enjoys an abundant supply of basic raw materials, it will have to build upon
technical services and marketing capabilities to face global competition and increase its share of
exports.
(Source: Department of Chemicals and Petrochemicals, Ministry of Chemicals and Fertilizers, GoI)
67
The chemicals industry is diverse and heterogeneous comprising several sectors that are largely
unrelated to one another. The key sectors that make up the industry are:
• Petrochemicals
• Chlor- Alkali & Inorganic chemicals
• Organic chemicals
• Paints and dyes
• Fine and specialties
• Agrochemicals
SECTORAL HIGHLIGHTS
Petrochemicals
The petrochemical industry of India is less than 40 years old. The sector has a significant growth
potential. Although the current per capita consumption of petrochemicals products is low, the
demand for the same is growing 10% during the Sixth Plan, 13.2% during the Seventh Plan, 25%
expected during the Eight Plan.
Chlor - alkali industry consists of caustic soda, chlorine and soda ash. These products are mainly
used in paper, soap, detergents, Poly Vinyl Chloride, medical, chlorinated paraffin wax etc., The
demand of Caustic Soda is driven by Aluminium industry. Chlorine is mainly consumed by Poly
Vinyl Chloride, medical, paper, chlorinated paraffin wax industries. The contribution of Chlor-Alkali
& Inorganic Chemicals industry is to the extent of 8% of the total chemical industry.
Organic Chemicals
The basic Organic chemicals and Intermediates Industry is one of the important sectors of the
Chemical Industry and has made phenomenal progress since independence. This sector has
provided vital chemicals and intermediates to other sectors of the Chemical Industry. The annual
world production of organic chemicals has increased from 15 to 400 million tonnes in the last 50
years.
The Indian Dyestuff industry, meets more than 95% requirement of the domestic market. Today,
India exports dyes and dye intermediate to the very same countries, on which it was dependant for
imports till a decade ago. All ranges of dyes such as disperse, reactive, vats, pigments and leather
dyes are now being manufactured in India. The textile industry is the major consumer of dyestuffs
and about 70% of the total production is consumed by this sector.
70% of the Fine Chemicals produced in India find their way into the Pharmaceutical and
Agrochemical sectors. Manufacturers of Fine Chemicals and Specialties have major strengths in
basic research facilities available with CSIR laboratories such as NCL, IICT & RRLs as also corporate
R & D centres. This ensures that development of process know-how; plant process design, detailed
engineering design, commissioning assistance and even consultancy for re-engineering are available
at low cost.
Speciality Chemicals are of very high value, low to moderate volume chemicals sold on basis of
performance rather than simple specifications. These are less capital intensive and more knowledge-
based products. Their applications vary enormously and can include use as cosmetic additives,
water treatment products, dyes, sanitation agents, plasticizers, ion-exchange resins and
agrochemicals. There is also a large range of uses as intermediate materials in which the fine
chemical forms a starting block for another substance with a recognisable end use.
68
The speciality chemicals can be divided into two groups – performance chemicals and fine chemicals.
The latter is largely used by pharmaceutical, pesticide and herbicide industries. The performance
chemicals, on the other hand perform a specific function such as facilitate adhesion, improve flow of
gas or oil through a pipeline, inhibit corrosion, etc. It is through performance chemicals that the
chemical industry interfaces with almost every other manufacturing industry e.g. textile,
petrochemical, polymers process industry, rubber industry etc.
Globally the contribution of specialty chemicals is upto 25% of the chemical sector i.e. it is
approximately worth US$ 453 billion. The average annual growth is expected to be 7.5%. In India,
the capacity of speciality chemical is 5272 thousand MTs and production is approx. 3690 thousand
MTs.
Agrochemicals
India is currently the largest manufacturer of Pesticides in Asia. Second only to Japan. The
pesticides demand from the agriculture sector is expected to go up to 97,000 tonnes by the year
2000. More than 60 technical grade pesticides are manufactured indigenously. Some 125 units are
engaged in the manufacture of the above and over 500 units are making pesticide formulations. In
agrochemical, we manufacture significant quantities of synthetic pyrethroids, such as fenvalerate
and cypermethrin, endosulphane, and organophosphate range of agrochemicals, including
monocrotophos. India is also a dominant producer of isoproturon, a weedicide accounting for nearly
25% of the world-wide production.
(Source: The sectoral highlights have been complied from Report of the Working Group on Indian
Chemical Industry formed by the Planning Commission, IBEF Report dated January 25-29, 2006 –
IBEF – Indian Brand Equity Foundation, an initiative of the Ministry of Commerce and Industry and
c/o CII , Department of Chemicals & Petroleum – Ministry of Chemicals and Fertilizers, Indian
Chemical Council)
During the last four decades, India has emerged as a major player in the international fine
chemicals market. Today Indian fine chemical industry not only meets a major part of the domestic
requirements but also exports large volumes to all parts of the globe.
The fine chemical segment contributes active ingredients to the many diverse end users. The main
sectors where these used are:
• Pharmaceuticals
• Agrochemicals
• Dyes and pigments
• Personal care products etc.,
The fine chemicals that end up as medicines are termed bulk drugs/ APIs.
To exploit the emerging market opportunities, the Company decided to expand its product portfolio
and manufacturing capacities. For this, the Company is expanding the existing product line and
also proposes to get into the manufacture of APIs. This is a natural extension of the existing activity
of the Company being, manufacture of fine chemicals. This supports the Company’s plan to set up
its own API manufacturing facility, in compliance with FDA norms.
PHARMACEUTICAL INDUSTRY
GLOBAL SCENARIO
As per IMS Health Global Pharma Forecast, in 2006 global pharmaceutical market grew 7.0 percent,
at constant exchange rates, to $643 billion. A rebound in growth to 8.3 percent in the U.S. — fueled
by an increase in prescribing volume due to Medicare Part D — and innovations in oncologics that
drove strong 20.5 percent global growth in that therapeutic class, were key contributors to the
market’s expansion.
69
Global Pharmaceutical Sales, 1999 – 2006
Global Sales US$BN 1999 2000 2001 2002 2003 2004 2005 2006
Total World Market $334 $362 $387 $427 $498 $559 $601 $643
(current US$)
Growth Over Previous 14.5% 11.7% 11.8% 10.6% 10.4% 8.0% 6.8% 7.0%
Year (% Constant US$
Growth)
(Source: IMS Health Market Prognosis (includes IMS Audited and Unaudited Markets. All information
current as of March 2, 2007)
World Audited Market 2006 Sales (US$BN) % Global Sales % Growth Year-Over-
Year (Constant US$)
In 2006, North America, which accounts for 45 percent of global pharmaceutical sales, grew 8.3
percent to $290.1 billion, up from 5.4 percent the previous year. This strong growth was due to the
impact in the U.S. of the first year of the Medicare Part D benefit and the resulting increase in
prescribing volume, as well as solid 7.6 percent growth in Canada. The five major European
markets (France, Germany, Italy, Spain and the U.K.) experienced 4.4 percent growth to $123.2
billion, down from 4.8 percent growth in 2005, the third year of slowing performance. Sales in Latin
America grew 12.7 percent to $33.6 billion, while Asia Pacific (outside of Japan) and Africa grew 10.5
percent to $66 billion.
Japan experienced a 0.4 percent decline from a year earlier, to $64.0 billion, the result of the
government’s biennial price cuts. Pharmaceutical sales in China grew 12.3 percent to $13.4 billion
in 2006, compared with a 20.5 percent pace the prior year. This slowdown in growth was due to the
government’s introduction of a campaign to limit physician promotion of pharmaceuticals. India was
one of the fastest growing markets in 2006, with pharmaceutical sales increasing 17.5 percent to
$7.3 billion.
(Source: www.imshealth.com)
DOMESTIC SCENARIO
The Indian Pharmaceutical Industry is the largest in the developing world. The industry currently
produces a wide range of bulk drugs. In fact, India is currently a world leader in manufacture and
export of basic drugs such as ethambutol and ibuprofen. Indian pharmaceutical companies now
70
supply almost all the country’s demand for formulations and nearly 70 per cent of demand for bulk
drugs. India is also one of the top five API producers (with a share of about 6.5 per cent) and has the
world’s third largest manufacturing industry valued at US$ 2 billion. Valued at $12 billion, the
Indian pharmaceutical industry has portrayed tremendous progress with reference to infrastructure
development, technology base creation and a wide range of production. The industry now produces
bulk drugs belonging to all major therapeutic groups requiring complicated manufacturing process
and has also developed GMP facilities for the production of different dosage forms. There are 10,000
manufacturing units, of which 290 units are in the large-scale sector, 45 MNCs have manufacturing
bases here. Ciba Speciality Chemicals, Schenectady Herdillia Chemicals Limited, Jubilant
Organosys are some prominent players in this arena. A fresh chapter began with the signing of
GATT in January 2005 with which India began recognising global patents. Soon after, the Indian
pharma market became a sought after destination for foreign players. India being a signatory to the
GATT accord, (and the TRIPs agreement therein) according to which patent protection will be
provided under the treaty obligations. There are about 34 foreign drug companies engaged in the
Indian pharmaceutical industry and among them are 15 of the 20 largest pharmaceutical companies
in the world.
(Source: www.ibef.org, IBEF – Indian Brand Equity Foundation, an initiative of the Ministry of
Commerce and Industry and c/o CII, The Indian Chemical Council)
(Note: The above figures are for the year 2006. Source: APITCO (TEV) Report)
India ranks 4th worldwide accounting for 8 per cent of the world's production (in terms of volume)
and 13th in terms of value. Currently, Indian pharmaceutical companies produce about 20 per cent
to 22 per cent of the world’s generic drugs (in terms of value). Today, the sector today is in the front
rank of India’s science-based industries with wide ranging capabilities in the complex field of drug
manufacture and technology. A highly organised sector, the Indian pharmaceutical industry is
estimated to be worth US$ 4.5 billion, growing at over 9 per cent annually.
Overall, the industry is expected to grow at an average annual rate of about 15 to 20 per cent
between 2005 and 2010. It is estimated that by the year 2010, the Indian pharmaceutical industry
71
has the potential to achieve over Rs. 1,00,000 crore in formulations and bulk drug production. India
is emerging as one of the largest and cheapest producers of pharmaceuticals in the world,
accounting for nearly 8.5% of the world's drug requirements in terms of volume, and ranks amongst
the top 15 drug manufacturing countries in the world.
(Source: www.ibef.org, IBEF – an initiative of the Ministry of Commerce and Industry and c/o CII)
Industry Strengths
Exports
The pharma industry exports drugs and pharmaceuticals worth over $ 4.5 billion. It ranks 17th in
terms of export value of bulk actives and dosage. Indian exports cover more than 200 countries
including the highly regulated markets of USA, Europe, Japan and Australia. Exports constitute
nearly 40 per cent of the production with formulations contributing 55 per cent and bulk drugs 45
per cent. The industry ranks 17th in terms of export value of bulk actives and dosage. It comprises
large, medium and small-scale operators out of which some 300 companies together account for
nearly 90 per cent of the domestic market, while the rest is accounted for by a large number of small
companies which total about 9000 units.
According to the Ministry of External Affairs, GoI the following are the Export figures for Drugs,
Pharmaceuticals and Fine Chemicals.
(Rs in Crores)
(Source: www.ibef.org - IBEF – Indian Brand Equity Fund, an initiative of the Ministry of Commerce
and Industry and c/o CII, Indian Chemical Council, Ministry of External Affairs, GoI)
Driven by the knowledge skills, growing enterprises, low costs, improved quality and buoyant
demand (both domestic and international), the pharmaceutical sector's value of output grew more
than tenfold from US$ 1.1 billion in 1990 to over US$ 12.4 billion during 2005-06. With value of
exports at over US$ 4.7 billion in 2005-06, India is today recognised as one of the leading global
players in pharmaceuticals.
In 2007, the Indian pharmaceutical industry looks ahead at a colourful horizon, what with contract
research and clinical trials businesses taking wing, and the new patent regime opening new avenues
for players in the country. Growing consistently at 9.5 per cent in the last 5 years, the Indian
72
pharmaceutical industry could zip at 13.6 per cent between 2006 and 2010 and reach a market size
of US$ 9.48 billion by 2010 from its present level of about US$ 5.7 billion.
Investment Opportunities
Indian Pharmaceutical companies are in a favourable position to develop drugs at a fraction of the
international costs due to the low manpower cost, infrastructure, quality scientists and the
capability to conduct path-breaking research.
• The Government has taken various policy initiatives in order to strengthen Research and
Development in the pharma sector.
• Fiscal incentives are awarded to Research and Development units in the pharma sectors
towards the development of new drug molecules, clinical research, new drug delivery
systems, new Research and Development set ups and infrastructure provision.
• Certain leading Research and Development companies have increased their Research and
Development spending to over 5 percent of their turnover in comparison to an average
spending of 2 per cent.
• Pharma units interested in obtaining Income Tax Exemption under Section 35(2AB) need to
get their Research and Development unit recognized by CSIR.
• A Pharmaceutical Research and Development Promotion Fund to the tune of Rs 150 crore
has been established for promoting Research and Development in the pharma sector.
Contract Manufacturing
Many global pharmaceutical majors are looking to outsource manufacturing from Indian companies,
which enjoy much lower costs (both capital and recurring) than their western counterparts. Many
Indian companies have made their plants cGMP compliant and India is also having the largest
number of USFDA-approved plants outside USA.
Indian companies are proving to be better at developing Active Pharmaceutical Ingredients (APIs)
than their competitors from target markets and that too with non-infringing processes. Indian drugs
are either entering in to strategic alliances with large generic companies in the world of off-patent
molecules or entering in to contract manufacturing agreements with innovator companies for
supplying complex under-patent molecules.
Some of the companies like Dishman Pharma, Divis Labs and Matrix Labs have been undertaking
contract jobs for MNCs in the US and Europe. Even Shasun Chemicals, Strides Arcolabs, Jubilant
Organosys, Orchid Pharmaceuticals and many other large Indian companies started undertaking
contract manufacturing of APIs as part of their additional revenue stream. Top MNCs like Pfizer,
Merck, GSK, Sanofi Aventis, Novartis, Teva etc. are largely depending on Indian companies for many
of their APIs and intermediates. The Boston Consulting Group estimated that the contract
manufacturing market for global companies in India would touch $900 million by 2010. Industry
estimates suggest that the Indian companies bagged manufacturing contracts worth $75 million in
2004.
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Initiatives in Pharmaceutical Sector
Export Promotion Cell: An Export Promotion cell in this sector has been incorporated with the
objective of
Pharma Export Promotion Council (Pharmexcil): The Pharma Export Promotion Council has been
constituted with the objective of
• FDI upto 74% in the case of bulk drugs, their intermediate Pharmaceuticals and
formulations (except those produced by the use of recombinant DNA technology)
would be covered under automatic route.
• FDI above 74% for manufacture of bulk drugs will be considered by the Government
on case to case basis for manufacture of bulk drugs from basic stages and their
intermediates and bulk drugs produced by the use of recombinant DNA technology as
well as the specific cell/tissue targeted formulations provided it involves
manufacturing from basic stage.
• Weighted deduction on in-house R&D expenditure extended for a period of five more years
until March 31,2012.
• Service Tax Exemption to DCGI2 approved CRO3s offering clinical trials for technical testing
and analysis services for testing of new drugs
• Peak customs duty reduced to 10%
• Concessional rate of 5% customs duty plus Nil CVD on specified items extended to all
research institutions registered with DSIR4
• Additional 15 imported items for R&D purposes allowed to be imported at 5% customs duty.
• Increased budgetary allocation towards AIDS control and immunisation for Polio
At a growth rate of 9 per cent per year, the pharmaceutical industry in India is well set for rapid
expansion. As a result of the expansion, the Indian pharmaceutical and healthcare market is
undergoing a spurt of growth in its coverage, services, and spending in the public and private
sectors. The healthcare market has opened a window of opportunities in the medical device field and
has boosted clinical trials in India. India’s impact on the global biotechnology and pharmaceutical
industry is accelerating. From quality supply of APIs to discovery of NCEs, this sector is finally
coming of age.
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BUSINESS OVERVIEW
Alkali Metals was incorporated on 17 April, 1968 in a joint venture with APIDC. Founded by
Dr.Y.V.S.Murty, the Company commenced the production of sodium metal, with an installed
capacity of 125 MT. There were only a few manufacturers of sodium metal at that time and the
technology was not available easily. The Company developed the technology for sodium metal based
on in - house R & D capabilities and this was an achievement, considering various hazards in the
development and manufacture of the same. The Company has a distinction of developing technology
for the manufacture of sodium metal for usage in fast breeder nuclear reactors for power generation.
The Company developed technologies for several derivatives based on sodium metal, picoline and
various other cyclic compounds.
In the year 1986, APIDC exited from the joint venture. Manufacture of sodium metal is power
intensive. With increasing power tariffs, imported sodium metal became more attractive compared to
the cost of indigenous production. The Company diversified and built its product portfolio which can
be classified into the following three categories:
i. Sodium derivatives.
ii. Pyridine derivatives.
iii. Fine chemicals.
The Company has further developed 246 products in the aforesaid categories.
Technology for these products was developed in – house which is an achievement, considering
hazardous process chemistry involved in the development and manufacture of the same. The
Company developed suitable systems to ensure safe and smooth functioning of the plants and has
got the necessary accreditions. These include amides, hydrides, alkoxides, azides, tetrazoles,
pyridine compounds, cyclic compounds, drug and pharma intermediates, specialty fine chemicals
etc., The Company manufactures the above products on bulk and regular basis, on campaign basis
and also on contract manufacturing basis.
Currently, the Company has two manufacturing facilities, Unit I and II, ISO 9001: 2000 and ISO
14001:2004 certified, with installed capacities of 2,200 MT and 1,250 MT respectively. While Unit I
is engaged in the manufacture of sodium metals, organo alkali metallics, tetrazoles, amino pyridines
and caters to the domestic market, Unit II, a 100% EOU is engaged in the manufacture of pyridine
derivatives, cyclic compounds and fine chemicals. These products find wide application and use in
various industries like the pharma, agro based products, pesticides, explosives, bio technology
products and electroplating chemicals.
Existing
The Company has two manufacturing facilities, all situated in and around Hyderabad, Andhra
Pradesh. The details of manufacturing facilities are provided below:
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The Company now proposes to set up a manufacturing facility for APIs, the funds for which are
sought from the proposed public issue. The land at Jawaharlal Nehru Pharma City, where the
manufacturing facility for APIs is proposed to be set up by the Company, is being sold and developed
by Ramky Pharma City (India) Limited, a SPV, with equity participation from Ramky Infrastructure
Limited and APIIC. The Company has entered into a sale agreement dated 16 June, 2006 for the
allotment of 16.42 acres with Ramky Pharma City (India) Limited and APIIC and also a development
agreement with them, dated 18 October, 2006 for development of land and infrastructure. The
Company has taken possession of the land.
The Company is also currently implementing an expansion plan in its Unit II to enhance the total
existing capacity of both the units from the current level of 3450 MT to 4500 MT. The Company has
estimated the capital cost of the expansion to be around Rs.191.40 Mn, funded out of term loan
sanctioned by State Bank of India and internal cash accruals.
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The process operations are of batch / semi – continuous type. Moreover, the process plants of this
kind need to have higher capacities built in to meet:
The manufacturing facility for API is expected to commence commercial production in January,
2009. For details, please refer the section on ‘Objects of the Issue’ on Page [•] of this DRHP.
The production equipment employed at production facilities allow the Company to produce a variety
of intermediates by changing the process parameters, input mix and following cleaning validation
procedures. The production facilities are cost competitive because of process efficiency, optimized
manpower deployment and ability to recover reaction inputs and reuse it. The Company is capable of
meeting the requirements of their customers from laboratory scale research to commercial
production, on the strength of their existing infrastructure consisting of R&D laboratories, pilot
facilities and production units.
For details about the Plant & Machinery, please refer section titled “Object of the Issue” on page [•] of
this DRHP.
a. Sodium derivatives.
b. Pyridine derivatives.
c. Fine Chemicals.
The Company has further developed 246 products in the aforesaid categories.
The manufacturing process for the above classes of products can be summed up as follows:
The raw material, generally a sodium derivative or a pyridine, after being reacted with chemicals at a
specific temperature and pressure is passed through millers where the product is crushed into
different sizes ranging from particulate to crystals, depending on customer’s requirements. The
product is then sieved using different meshes and sieves, to separate the products of different sizes.
Different batches of production, thus obtained, are then blended to obtain a homogenous mixture.
The product is then sent for quality control and analysis, approved and sent for packing for further
sale and despatch.
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Sodium / Sodium
Azide Reaction Hydrogen to
recovery / recycle/
Raw Material flare
Milling
Separation / sieving
Blending / Mixing
A brief about the major products manufactured by the Company are given below:
A. SODIUM DERIVATIVES
1) Sodium Amide
Sodium Amide is prepared by reacting Metallic Sodium with Ammonia at desired pressure and
high temperatures. From the process Hydrogen is formed which is recovered and used as raw
material or as fuel. The resultant Sodium Amide is in molten condition formed at high
temperature. The molten Sodium Amide is transferred to millers for cooling and milling. The
milled product is sieved and segregated as per required particle size. The product is offered in
powder form, granular form or as flakes as per customer’s specific requirement.
2) Sodium Azide
Sodium Azide is prepared from Sodium Amide at desired pressure and high temperatures in
reaction with Nitrous Oxide. In the process Sodium Amide is converted to Sodium Azide and
Sodium Hydroxide. The hot reaction mixture is cooled and transferred from the reactor for
isolation and purification of Sodium Azide. The purification process involves leaching and
washing of Sodium Azide and Sodium Hydroxide mixture to separate Sodium hydroxide from
Sodium Azide. Wet Sodium Azide is obtained from the purification stage and is dried to get
crystalline powder. Sodium hydroxide separated from Sodium Azide is disposed off as a caustic
lye.
3) Sodium Hydride
Sodium Hydride is prepared by reacting Metallic Sodium with Hydrogen in Paraffin oil media at
stipulated pressure and high temperatures. In the process Sodium is converted into Sodium
Hydride. The hot reaction mixture is transferred to coolers. The cooled product is sent to filters
to separate excess paraffin oil from Sodium Hydride. The separated paraffin oil is recycled.
Paraffin oil separation is under nitrogen pressure and this Nitrogen is recovered and recycled.
Sodium Hydride of required consistency is transferred to the mixture from the filters where it is
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mixed thoroughly to get Sodium Hydride of required percentage. In the regular product, Sodium
Hydride content is 60 to 65 % and the balance is paraffin oil. This is safe to handle and is like
wet powder.
4) Sodium Methoxide
Sodium Methoxide is prepared by reacting Metallic Sodium with Methanol. Sodium Methoxide
is manufactured in both powder form as well as solution in methanol depending on the
requirement. Sodium Methoxide powder is prepared by direct addition of Methanol to sodium
metal at specific temperature on weight basis. Powder Sodium Methoxide obtained from the
reactor is cooled sieved and packed.
Sodium Tertiary Butoxide is manufactured like other alkoxides by reacting Sodium metal with
tertiary Butanol at specified pressure and temperature. In the process Hydrogen is liberated
and is used as fuel. The reaction between Sodium metal and tertiary Butanol is on weight to
weight basis. The processes ensure the absence of unreacted Sodium and excess tertiary
Butanol. The hot powder Sodium tertiary Butoxide is cooled and sieved.
The process of manufacture of sodium derivatives takes place at atmospheric pressure with
temperatures ranging from normal to a maximum of 500oC. Reactors, Millers, Separators,
Vibrators, Hot Oil Systems, Hot Air Generators, Cooling Towers are some of the major equipment
required and installed by the Company for the manufacture process.
B. PYRIDINE COMPOUNDS
1) 2-Aminopyridine
2-Aminopyridine is prepared by reacting pyridine with Sodium Amide in liquid form. The liquid
reaction media is recovered, purified and recycled. The reaction is carried out at specified
temperature and pressure. Hydrogen comes out of the process and is used as fuel. In the
process due to reaction between Sodium Amide and Pyridine, the main product is formed along
with caustic lye which is disposed off. 2-Aminopyridine is isolated, crude product is purified to
get pure product of required quality.
2) 2-Amino-4- Methylpyridine
3) 2- Amino-6- Methylpyridine
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4) 2, 6 Diaminopyridine
5) 2,3,5 Trichloropyridine
Phenyl--α-(2-Pyridyle) Acetonitrile
Phenylpyridyl acetonitrile is beige to light brown colour powder. Sodium Amide powder is taken in
liquid reaction media and reacted with Benzyl cyanide and 2-chloropyridine to get crude product
together with other Sodium salts. Undesirable sodium salts are separated and disposed off. Crude
product is isolating and purified to get pure product. The reaction is a single step process involving
specified temperatures and pressure whereas the purification is a multi step process. The wet
product from the purification stage is dried, sieved and packed.
The process of manufacture of pyridine compounds takes place at a pressure with a vacuum of 25
kg/sq.cm with temperature ranging from normal to a maximum of 300oC. The major equipment
required for the manufacture of fine chemicals and cyclical compounds are the same as pyridine
compounds, being Reactors, Separators, Distillation Units, Driers, Blenders and Mixers, Vibrators,
Hot Oil Systems, Cooling Towers, Chilling Plants, Nitrogen Generators, which have been installed by
the Company.
The Company has installed a Hydrogen recovery plant in its Unit II to collect, recover, compress and
utilise the hydrogen from Amide, Methoxide, Amino pyridines and Picoline plants. The received
hydrogen is used for manufacture of sodium hydride and the excess is used in the furnaces.
The raw material, generally chemicals, is reacted with the necessary solvents at a specific
temperature and pressure. The by product is then separated from the crude main product by
centrifugation, filtration etc., The product is then subject to purification to remove the fine
impurities and sieved using different meshes and sieves, to separate the products of different sizes.
Different batches of production, thus obtained, are then blended to obtain a homogenous mixture.
The product is then sent for quality control and analysis, approved and sent for packing for further
sale and despatch.
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General Manufacturing Flow Chart for proposed products:
Solvents
Effluent for
treatment &
disposal
Reaction/s
Raw Materials
Solvents for
recovery & recycle
Separation
Purification
Sieving
Some of the products that the Company proposes to manufacture are briefly explained below:
1) Norfloxacin
Chloro flouro Aniline is condensed with EMME and cyclised at high temperature to get
corresponding cyclic ester compound. The ester is ethylated with Diethyl sulfate to get Ethyl Cyclic
Ester. The Ethyl Ester is Hydrolysed with alkali to the corresponding Quinolinic Acid (Q Acid).The
Quinolinic Acid is condensed with Anhydrous Piperazine to get Norfloxacin. The product
Norfloxacin is purified by re crystallization to get Pharma grade Norfloxacin.
2) Lamivudine
L (-) Menthol is reacted with glyoxalic acid in presence of catalytic amount of sulphuric acid in
cyclohexane media and further processed using sodium bisulphite and formaldehyde to give
Menthyl Glyoxalate. Menthyl glyoxalate (Lamivudine stage-I) reacts with 2,5 dihydroxy 1,4
dithiane in presence of acetic acid and toluene as media to give Menthyl-5-hydroxy-1,3-
oxathiolane-2-carboxylate.Menthyl-5-hydroxy-1,3-oxathiolane-2-carboxylate (Lamivudine stage-II)
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reacts with thionyl chloride in presence of Dimethyl formamide and M.S Acid in Methylene
chloride media to give chloro compound. This compound is reacted with cytosine complex of
HMDS to get crude ester. This compound on purification with Ethyl acetate will give pure
Cyclohexyl Ester .Cyclohexyl ester (Lamivudine stage-III) reacts with sodium borohydride and
Dipotassium hydrogen phosphate in presence of catalytic amount of sodium hydroxide and
rectified spirit as media and reacted with salicylic acid to get lamivudine salicylate. Lamivudine
salicylate is treated with triethylamine in presence of absolute alcohol. This compound treated
with carbon and crystallized with ethyl acetate to obtain Lamivudine pharma.
3) Diclofenac
2, 6 Dichloro Phenol and Aniline are reacted with Mono Methyl Chloro Acetate in basic medium
(Sodium Methoxide) to get the Acetate intermediate. The acetate is hydrolysed to obtain Dichloro
Diphenyl Amine (DDA).DDA is reacted with Chloro Acetyl Chloride to get N Chloro Acetate of DDA.
The ester of DDA is cyclised in presence of Aluminium Chloride to prepare the Indolinone
compound. The Indolinone compound is hydrolysed with Caustic Soda and Diclofenac formed is
separated as Diclofenac Sodium. The product is purified by recrystallisation to obtain Pharma
grade Diclofenac Sodium.
4) Aceclofenac
Tertiary Butanol is Esterified with Chloro Acetyl Chloride in presence of Dimethyl Aniline to get
Tertiary Butyl Chloro Acetate. Tertiary Butyl Chloro Acetate reacts with Diclofeac sodium to give
Tertiary Butyl Ester of Diclofenac. The Ester is hydrolysed in presence of Formic acid to get
Aceclofenac. The product is further purified.
5) Clopidogrel bisulfate
2 – Chloro Phenyl Glycine (CPG) is methylated with Methanol to obtain Methyl Ester of CPG. The
Methyl Ester is treated with Tartaric acid to precipitate the racemic salt. Thiophene 2- Ethanol is
reacted with Para Tolune Sulfonyl Chloride (PTS Chloride) to get the corresponding Sulfonate.
Intermediates, i.e racemic salt and sulfonate are condensed to give the Ester compound. Then
Ester compund is reacted with formaldehyde and cyclised in presence of Sulfuric Acid to get
Clopidogrel base. The product is purified and separated as Clopidogrel Hydrogen Sulfate.
6) Sertraline Hydrochloride
Alpha Naphthol and 1,2 Dichloro Benzene are condensed in presence of Aluminium Chloride to
get corresponding Naphthaleneone intermediate. The Naphthaleneone intermediate is reacted with
Mono Methyl Amine to get the N-Methyl compound. The N-Methyl compound is reduced using
Sodium Boro Hydride to get DL sertraline. L-Sertraline is separated from the racemic mixture
using L-Mandelic Acid and recovered as the hydrochloride.
7) Hydrochlorothiazide
Meta Chloro Aniline is acylated with Chloro Sulphonic Acid and the resulting sulfonyl Chloride is
treated with aqueous Ammonia to obtain 5 chloro 2,4 Disulfamyl Aniline. The disulfamyl aniline
compound is reacted with Paraformaldehyde and cyclised in presence of anhydrous Hydrogen
chloride to obtain Hydrochlorothiazide. The product from Hydrochlorothiazide is purified by
recrystallisation to get Pharma grade Hydrochlorothiazide.
Raw Materials
Existing Products
The major raw materials used for manufacturing the products by the Company are Sodium and
pyridine. Apart from these, various gases such as ammonia, nitrous oxide and solvents like
methanol, tertiary butanol are used in the manufacture of the ingredients. These raw materials are
procured from both domestic as well as international markets in China, Japan, US at competitive
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prices. A substantial portion of total import value of raw materials used by the Company is procured
from China. Table given below gives the % of import value attributable to China and countries from
where the raw materials are imported, during the last three FYs.
The Company maintains an adequate stock of raw materials to cover the existing order book
position.
E.I. Dupont De Nemours and Company, China, Inner Mangolia Lantal Import and Export Co. Ltd.,
China, Nithya Sai Chemicals, India, Inox Air Products Ltd, India, Vertellus Specialties Inc, USA, Raj
Lubricants (Madras) Ltd, India, Adarsh Chemical Industries, India, Hyderabad Ammonia &
Chemicals, India are some of the main suppliers of the Company from whom raw materials are
procured.
Most of the material handled is hazardous, though in small quantities. Transport of these materials
is done in covered closed receptacles, loading and unloading of the same is done with fork lifts and
hydraulic pallet trolleys / trucks. Aisle ways and passages are clearly marked and provided
adequately.
Storage is an important element of operations involving the use of reactive materials and chemicals.
Sodium metal and its derivatives are extremely reactive with both air and water, Hence, they are
stored in containers, with adequate amounts of dry sand stored aside in drums for fire fighting, if
need be, along with fire extinguishers. Liquids like toluene, diesel oil, LDO, pyridine, picolines etc.,
are stored in ground tankages. Gases like ammonia, nitrous oxide etc., are pressured in cylinders,
which are further stored in separate sheds. These cylinder stations are equipped with water spraying
arrangements for fighting fire and gas leakages. All storages carry labels describing the name of
material and date of storage. The receipt, issue and recycle of all raw materials are controlled.
Proposed Products
Majority of the raw materials required for the APIs proposed to be manufactured in the proposed
facility at Pharma City, Visakhapatnam are chemicals namely, 3 Chloro 4, Flouro Aniline, EMME,
Piperazine (anhydrous), EDTA, L- Menthol, Glyoxalic acid, 2,5 Dihydroxy-1,4 dthiane,2,6 Dichloro
Phenol, Aniline, Mono methyl chloro acetate, tertiary Butanol, Diclofenac Sodium, Alpha Naphthol,
m-Chloro aniline, Thiophene 2- Ethanol etc., AP is a major centre for API manufacturing units.
There are dealers and distributors representing National and International companies supplying raw
materials to this industry in Hyderabad. Hence, all these raw materials are available from multiple
sources. Moreover, the products manufactured by the Company, would also serve as raw materials
for the manufacturing of APIs.
A. Utilities
• Power
Existing
The manufacturing facilities have adequate power supply from the public supply utilities. The
connected load at Unit I is 1770 HP and Unit II is 817 HP. Power supply at all the above locations is
more than sufficient to carry out the manufacturing activities without any problems. In case of
power failure or Company has good back up facilities in the form of DG sets.
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Proposed
The Company has estimated total connection load of the proposed plant will be 1159 KW. Power
connection of 1500 KVA is required. Power supply will be from state utility provider. Provision is
made in the proposal for installation of DG set of 500 KVA for emergency power.
To take care of the future requirements for proposed project at Visakhapatnam, application will be
made to the concerned authorities at appropriate time based on the load requirements and future
expansion proposals. Appropriate backup power facilities will also be proposed to deal with any
power failures.
• Water Supply
Water is not an essential ingredient for the manufacturing processes. The Company meets its
requirements of water at both the units through Government water supply for general purposes
only. For proposed facility, water requirements of the unit is estimated at 3, 50,000 litres per day.
Water is to be procured from local water suppliers and partly from bore wells to meet the
requirements.
B. MANPOWER
Existing
The manufacturing process requires an appropriate mix of skilled, semi-skilled and Un-skilled
labour, which is readily available. The Company has 158 employees on its rolls and workers are
taken on contract basis, depending on the requirement.
Few of the workmen at Unit I are represented by a registered union called Alkali Metal Limited, Unit
– I Employees Union (Registration Number B-24426). Till date the Company has not experienced any
strike, lockout or go-slow at any of its premises.
Proposed
The Company has estimated the additional manpower requirement for the new project which is as
under:
The Company will be recruiting the additional manpower as listed above in due course for which the
Company does not envisage any difficulty as the same is easily available in and around the plant
locations.
Health
Welfare and medical facilities are also being provided to the workers. The Company is having an
occupational health centre with a qualified doctor visiting twice a week. A first aid box is also kept in
both the units. The Company has also got a tie up with Navodaya Nursing Home, Amberpet,
Hyderabad for any medical assistance, that may be required.
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Safety
• To comply with the relevant Safety and Statutory Regulations and Rules and take any
additional measures that are considered necessary
• To maintain safe, healthy and congenial working atmosphere by monitoring work
environment with good housekeeping.
• To provide with appropriate tools, as Work procedures / instructions, Safety precautions and
gadgets and to ensure supervision and guidance.
• To ensure that the jobs are carried out by following safety precautions.
• To conduct Safety classes, First aid training, Fire fighting, Mock drills, Safety Audit, Risk
Analysis studies, etc. to assess the status of Safety, Health and Environment and take
appropriate measures improve the same.
• It is the obligation and responsibility of every employee to perform the tasks to ensure
complete safety.
• It has the responsibility to conduct its activities in a manner to ensure and maintain a safe
and healthy work environment.
The Company has a safety committee comprising members from the employees, who meet regularly
to discuss and implement plant safety improvements, house keeping, suggestions for accident
prevention etc., Safety work permits are issued for hot works, excavation works, work at heights and
electrical works. Personal protective equipment for each operation / area is made available to the
employees. This is procured in consultation with Safety Committee. A safety budget is also prepared
to make sufficient funds available for the purchase of safety items and equipment.
Each operation is subject to a Hazop study before commissioning and also after commissioning and
modification or alteration. This study lays down the specific parameters regarding the maximum
pressure, temperature and the maintenance of the equipment used during the manufacturing
processes, which are strictly adhered to. All the personnel are provided with safety equipment like,
uniforms, gloves, shoes, face shields, aprons, goggles, nose guards etc., Air line hose masks are
provided in vulnerable areas. Portable blowers, emergency water showers, eye wash fountains and
water dip pond are also installed in the premises.
Periodical safety programmes are conducted in house. Induction training is given for a period of 1
month for all the workmen to familiarise them with process materials and machines with specific
reference to safety, quality and waste minimisation. Supervisors and Managers also undergo
induction training before they are positioned on the job. The senior management personnel are given
training in safety and health by deputing them to training programmes and seminars organised by
external agencies. Since highly reactive water chemicals are used, usage of water for fire fighting is
restricted. Dry sand or fire extinguishers are used instead and the employees are also trained to use
these extinguishers. Water sprinklers are provided over solvent storages and at Ammonia and
Hydrogen handling stations.
Apart from installing DG sets for back up measures, emergency battery operated lights are also
provided in critical places. Emergency switches are provided in appropriate places to cut off power to
section or sections, where it is required to do so.
Audits on Safety measures are also undertaken frequently. In addition to these, the Company also
maintains a record of number of man hours worked without accident on a daily basis. When an
accident happens, irrespective of its severity, this number is brought down to zero and again the
cumulating process starts.
Several products are manufactured by the Company, the process for which has been developed, in
house. Process conditions are studied, Hazop are conducted before the process and equipment for
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commercial scale operation. Material safety data are generated and used. Packing requirements are
generated and complied with strictly. In process materials are identified and segregated, rejected or
re–processed materials are also segregated. Control procedures are developed initially and reviewed
periodically for safety, reliability and reproducibility.
Analytical and test procedures are developed and used in process. Complete in-house analytical
testing laboratory with sophisticated instruments for precision analysis and study of impurity
profiles, stability studies, etc. The facilities comprise instrumentation room, wet chemistry
laboratory. The instruments available include HPLCs, GCs, IR, UV Spectro Photometers, Auto
Titrators, Flash Chromatograms, etc., In addition to the conventional testing equipment, Alkali
Metals also has gravimetric and titre metric chemical analysis also.
R & D:
The Company has a dedicated R&D technology centre for product and process development
supported by competent and committed, qualified personnel. This facility has been recognised and
approved as "IN-HOUSE R & D CENTRE" by the Ministry of Science & Technology, GoI. All products
are based on complete in-house technology and engineering.
• Proving facility for scaling of to commercial scale and to establish engineering data.
• The R&D facilities include autoclaves for high pressure reactions in addition to
conventional all glass apparatus and stainless steel equipment.
The R&D centre is capable of developing new products within a short lead time. It gained reputation
for the organisation as a strategic, reliable, dependable product development centre from its
customers all over the globe.
Within a short period of about a decade, the R&D centre has developed 298 new products that
widely find application in the bulk drug and pharma industry. All the products are developed with
in-house technology and engineering and scaled up to commercial production as and when required.
IICT has, vide its letter dated 26 July, 2007, permitted the Company to use the services of IICT for
consultancy services relating to R & D problems faced in chemical and intermediate manufacturing
plant. This facility is available to the Company till 3 February, 2008.
Environmental Aspects
Alkali Metals Limited is economizing the use of resources and minimizing wastage in order that the
environment is protected and pollution is limited. Flameless Induction furnaces and dust collectors
inside the factory are used to control particulate air pollution. Adequate green belts covering have
been provided around the factory. Solid waste is mostly inert and is not of significant quantity.
Water is required only for limited purpose of the workers consumption and sanitary needs.
While flue gases are let out in stacks, hydrogen gas is recovered and reused in the processes.
Caustic lye, a liquid waste, generated as a bye product, is collected, stored and sold, in a reduced
form. Lab wastes are collected, neutralised and used as make up water for caustic lye preparation.
Solid wastes are treated with water and the liquid is used for caustic lye preparation. After recovery
of active ingredients by solvent treatment, they are burnt in an incinerator.
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The Company has entered into an agreement with M/s. Pattancheru Enviro - Tech Limited dated
January 28, 2005 to use the Common Effluent Treatment Plant for the treatment, storage and
disposal of industrial liquid wastes. The Company has also entered into an agreement, dated
6 November, 2001 with M/s. Hyderabad Waste Management Project, a unit of M/s. Ramky Enviro
Engineers Limited for the treatment, storage and disposal of hazardous wastes in solid state.
Most of the ingredients manufactured by the Company are supplied to other chemical and pharma
companies for further processing and conversion into bulk drugs. The Company manufactures
products on bulk and regular basis, campaign basis and also on contract manufacturing basis for
international customers.
Under the above product categories, the end use / application of some of the major products
manufactured by the Company are given below:-
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Sulphaselazene, Sulfa pyridine, Meperamine and
Phinaramine maleates etc.,
• Used in agro industry in the manufacture of pesticides.
2-Amino-4- • Used in bulk drug and pharma industry in the
Methylpyridine manufacture of anti AIDS / HIV drug.
2-Amino-6- • Used in bulk drug and pharma industry for the
Methylpyridine manufacture of Nalidixic Acid, an anti biotic etc.,
2,6 Diaminopyridine • Used in bulk drug and pharma industry in the
manufacture of Phenazo pyridine.
2,3,5 • Used in agro industry in the manufacture of pesticides.
Trichloropyridine
Fine Chemicals
Pheyl--α-(2-Pyridyle) • Used in bulk drug and pharma industry for the
Acentonitrile manufacture of bulk drug, Disopyramide, methyl
phenedate, etc.,
The end use /application of the products proposed to be manufactured by the Company are briefly
given below:
CUSTOMERS
Possessing a distinct technology, developed in house, for manufacturing sodium derivatives, the
Company is a major player in the sodium derivatives market. The products cater to both the
domestic and overseas markets. Its share of revenue from the industry segments to which the
products of the Company are supplied is given below:
The Company’s off shoring capabilities in select chemistries is showcased by the presence of some of
the global pharma majors in its customer kitty.
Exports
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• Euticals S.P.A
• Teva Pantex Chemicals Limited
Domestic
• Dr. Reddy’s Laboratories Limited
• Rallis India Limited
• Granules India Limited
• Porus Drugs & Intermediates (P) Limited
• Azide and Allied Chemicals
Marketing and distribution are the major activities for the overall success of a company. The
marketing operations of the Company have grown both quantitatively and qualitatively over the last
few years.
The Company approaches directly to the customers as well as through network of agents in the
local and global markets.
The Company is also registered with the following trade bodies, which gives them access to
information about potential customers and the current market scenario and demand.
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The Company also participates in various exhibitions / seminars /conferences and pharma-related
events. Contacts made during the sales conferences and trade fairs are closely followed up by
organizing detailed product offers samples and specifications.
The Company also looks for opportunities for supplying their advanced intermediates to large
companies which would be a beneficial proposition for both. Exhibitions / seminars /conferences
and pharma - related events also helps the Company in getting information on various potential
products which are doing well in regulatory markets like US, Canada, Europe and Japan. The
Company has been a regular participant in various international chemical exhibitions and pharma
related events held in Japan, China, Singapore, US, UK, Germany, especially in Chemical and
Pharmaceutical Ingredients Exhibitions (CPHI) conducted worldwide.
The Company will continue to focus on existing markets for their new products. Continuous efforts
would be made to make use of their contacts with the above major customers for promoting the new
proposed product lines.
The Company will continue making efforts to increase the sales of the products through the trading
channels in addition to the regular customers. The Company believes that such regular contacts
would help them to identify new products and work on the process viability and feasibility of
supplying them.
BUSINESS STRATEGY
The Company intends to improve its market position in the industries /sectors in which it operates
by pursuing the following business strategies:
• Establishing new facility, compliant with international regulatory authorities like US FDA,
WHO & EU.
• Capitalise on manufacturing of products, which are patent free in US and other regulatory
market
New product development and process development is a continuous on going exercise and
experimenting in the development of new molecules for pharma industry. With an established R & D
facility already in place, the Company intends to continue its focus on R & D, which it believes to be
the threshold of discovery of new products and processes.
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• Leveraging on Long term relationship
The Company believes that a long-term client relationship with large clients fetches better dividends.
Long-term relations are built on trust and continuous maintaining of the requirements of the
customers. It helps understanding the basic requirement of the company and its market. It also
forms basis for further expansion as the Company is able to monitor potential products/ markets
closely. The existing clientele is an example of long term client relationship.
SWOT Analysis:
STRENGTHS
• Technology focussed –
9 The Company is a forty year old company and has developed technology for sodium
metal based on it’s in – house R & D capability. (There were only a few manufacturers
of sodium metal at that time and the technology was not available easily)
9 The Company has the distinction of developing technology for the manufacture of
sodium metal for usage in fast breeder nuclear reactors for power generation.
9 The Company developed technologies for several derivatives based on sodium metal,
picoline and various other cyclic compounds.
9 Expertise in developing technologies for products involving hazardous process
chemistry.
• Products –
9 A product portfolio with high demand potential. The products are building blocks in
the manufacture of bulk drugs and pharma intermediates and many other sectors
like agrochemicals, dyes.
9 A leading manufacturer of sodium azide, sodium amide etc.,
• Customers - Strong customer base with dependable customers in the national and
international markets. Relationships developed over a period of three and a half decades.
• Recovery / Recycling processes – Has one of its kind facility to recover and recycle
gaseous emissions from one plant, to be used as raw material for other product. Has a
unique Hydrogen recovery plant, built with its own expertise and resulting in substantial
savings in energy costs.
• Testing and Analytical Facilities - Full fledged in-house testing facilities with latest and
modern test equipment and instrumentation lab.
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• R & D - Strong in-house R&D with requisite expertise and recognition as in-house R&D
unit from the Dept. of Science and Technology, Govt. of India. All products are developed
with in-house technology. ALKALI METALS spends, on an average, 4 % - 5 % of its
revenues on R & D for development of new products and for improving the production
practices.
• Expertise – Three and a half decades of experience in the chemical industry has helped
the company earn a reputation of being an expert in handling hazardous chemicals and
processes
• Certifications - ISO 9001 & 14001 certified company with strict compliance to legal and
regulatory requirements
OPPORTUNITIES
• More market potential for pyridine derivatives, fine chemicals and cyclic compounds.
• More opportunities because of the increasing trend of production outsourcing and
contract manufacturing jobs moving to India especially in the Pharma industry which is a
key customer base.
• Ample scope for custom synthesis
• Indian market for fine chemicals and Pharmaceuticals to grow at higher than GDP i.e. at
about 10 % per year.
THREATS
Social responsibility:
Yerramilli Venkata Rao Trust was incorporated on 25 March, 2002. The registered office of the Trust
is located at # 3-4-490/A, Barkatpura, Hyderabad-500 027. The Trust is the corporate social
responsibility arm of the promoters of Alkali Metals. The Trust was set up 5 years ago by
Dr. Y.V.S. Murty in memory of his father late Mr. Venkata Rao. The other trustees of this family
Trust are Mrs. Y.V. Lalitha Devi, Mr. Y.S.R. Venkata Rao and Mrs. Y. Krishna Veni. The activities are
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being funded by the trust directly and by participation in many of schemes of the Ramakrishna Mutt
such as free meals, financial support, health care, drinking water supply, education, sports and
livelihood programmes to enhance employment and incomes among rural people and education
scholarships to the deserving engineering and medical students.
INSURANCE
The Company has maintained insurance cover for the Unit I and Unit II with Standard Fire and
Special Perils Policy for the plant and machinery, building and stocks situated at those respective
Units. Further, The Company has maintained insurance cover for the Unit I and Unit II with Public
Liability Industrial Risk. The Company has also maintained the insurance cover for their office
premises along with the furniture and fixtures with Standard Fire and Special Perils Policy. The
Company has maintained the marine policies for incoming and outgoing materials where deemed
necessary. The Company also maintained the Group Personnel accident Policy and Group Mediclaim
Policy for their employees. The vehicles have been insured with Private Car Policy and Package. All
insurance policies are with the National Insurance Company Limited that is renewed on a regular
basis.
PROPERTY
FREEHOLD:
Note 1: Mr. Y.S.R Venkata Rao the Promoter Director had given the land on lease to M/s Balaji Agro
Industries Limited & Balaji Agro Industries Ltd had constructed a building on the said land and
further leased it to Alkali Metals. Later he executed a sale deed in favour of Alkali Metals Ltd on
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24 March, 2005 for the aforementioned land. Subsequently, M/s Balaji Agro Industries Ltd entered
into Transfer Agreement on 28 March, 2005 with Alkali Metals for the transfer of the building.
LEASEHOLD:
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KEY INDUSTRY REGULATIONS AND POLICIES
The business operations of the company comprises of manufacturing, export, import, and to deal in
all kinds of sodium derivatives, pyridine derivatives and fine chemicals. The company operations are
subject to a range of laws and regulations framed by Governmental and Local authorities and are
subject to numerous regulations and controls governing their handling and storage. Certain
regulatory policies affecting the Company’s operations are described below.
In order to sell drugs in India, the company is required to comply with the Drugs and Cosmetics
Act, 1940 that regulates the import, manufacture, distribution and sale of drugs in India.
In the case of active pharmaceutical ingredients, the Drug Controller General of India issues a
manufacturing and marketing Licence. These manufacturing and marketing licences are
submitted by the company seeking to produce the drug, to the state level authority, the Drug
Control Administration which clears the drug for manufacturing and marketing. The Drug
Control Administration also provides the approval for the technical staff as per the Drugs and
Cosmetics Act, 1940 and rules framed under the legislation abiding by the WHO and CGMP
inspection norms. Approvals for licensing are also to be acquired from the Drug Control
Administration.
The Drugs (Prices Control) Order 1995 or DPCO was promulgated under the Essential
Commodities Act, 1955 and is to be read with the Drugs and Cosmetics Act, 1940. The DPCO
fixes the ceiling price of some active pharmaceuticals and formulations. The active
pharmaceuticals and formulations that fall within the purview of the legislation are called
scheduled drugs and scheduled formulations, respectively. The authority set up under the
legislation is the National Pharmaceutical Pricing Authority, or NPPA, it is responsible for the
collection of data and the study of the pricing structure of active pharmaceuticals and
formulations. Upon the recommendation of the NPPA, the Ministry of Chemicals and Fertilizers
fixes the ceiling prices of the active pharmaceuticals and formulations and issues notifications
on drugs that are scheduled drugs and scheduled formulations.
Environmental Regulation
The three major statutes in India that seek to regulate and protect the environment against pollution
related activities in India are the Water (Prevention and Control of Pollution) Act 1974, the Air
(Prevention and Control of Pollution) Act, 1981 and the Environment Protection Act, 1986. The basic
purpose of these statutes is to control, abate and prevent pollution. In order to achieve these
objectives, Pollution Control Boards (PCBs), which are vested with diverse powers to deal with water
and air pollution, have been set up in each state. The PCBs are responsible for setting the
standards for maintenance of clean air and water, directing the installation of pollution control
devices in industries and undertaking investigations to ensure that industries are functioning in
compliance with the standards prescribed. These authorities also have the power of search, seizure
and investigation if the authorities are aware of or suspect pollution. All industries and factories are
required to obtain consent orders from the PCBs, which are indicative of the fact that the factory or
industry in question is functioning in compliance with the pollution control norms laid down. These
are required to be renewed annually.
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The issue of management, storage and disposal of hazardous waste is regulated by the Hazardous
Waste Management Rules, 1989 made under the Environment Protection Act. Under these rules, the
PCBs are empowered to grant authorization for collection, treatment, storage and disposal of
hazardous waste, either to the occupier or the operator of the facility. A similar regulatory framework
is also established with respect to biomedical waste under the Bio-Medical Waste (Management and
Handling) Rules, 1998. In addition, the Ministry of Environment and Forests looks into Environment
Impact Assessment (EIA). The Ministry receives proposals for expansion, modernization and setting
up of projects and the impact that such projects would have on the environment is assessed by the
Ministry before granting clearances for the proposed projects.
The said act is applicable on establishments employing 10or more worker. As per the requirement
under the Act, Companies have to apply to the Chief Inspector of Factories for certificate of stability,
before any premises of a factory are constructed, reconstructed or extended and are used as a
factory.
The provisions of the Factories Act, 1948 further provides that before the occupier occupies or uses
any premises as a factory, he has to inform Chief Inspector of Factories as to certain particulars of
the factory, its occupier and its manager etc
In accordance with the provisions of the Petroleum Act, 1934, anyone importing, transporting or
storing any petroleum has to take License from Central Government and has to comply all such
rules as specified under the Act.
Rules laid down by Central Government prescribe the place of import, period within which license
shall be taken and regulates the transport of petroleum etc.
The provisions of the Air (Prevention & Control of Pollution) Act, 1981 provides that no person
operating any industrial plant, in any air pollution control area shall discharge or cause or permit to
be discharged the emission of any air pollution in excess of the standards laid down by the state
board. Further as per the provisions of the said act, no person shall, without the previous consent of
the State Board, establish or operate any industrial plant in an air pollution control area.
The provisions of the Water (Prevention & Control of Pollution) Act, 1974 provides that no person
shall without the previous consent to establish or take any step to establish any industry, operation
or process or any treatment and disposal system for any extension or addition thereto, which is
likely to discharge sewage or trade effluent into a stream or well or sewer or on land or bring into use
any new or altered outlet for the discharge of sewage or begin to make any new discharge of sewage.
The Rules are applicable on every industry which is carrying the activity which involves or likely to
involve one or more of hazardous chemicals and includes on-site storage or on-site transport which
is associated with that operation or process or isolated storage or pipeline and accordingly the Rules
are applicable on the Company. As per the said rules, an occupier of the industry shall undertake to
identify the major accident hazards and also specify the steps initiated to prevent such major
accidents and limit their consequences to persons and the environment.
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6. Hazardous Waste (Management and Handling) Rules, 1989;
Every occupier and the operator who is involved in handling of hazardous waste shall be responsible
for proper collection, reception, treatment, storage and disposal of hazardous wastes. The occupier,
who intends to get his hazardous waste treated by the operator of a facility, shall give, to the
operator, such information as may be specified by the State Pollution Control Board. It shall be the
responsibility of the occupier and the operator of a facility, to take all steps to ensure that the wastes
are properly handled, and disposed of without any adverse effects to the environment.
This is a comprehensive law which regulates the manufacture, possession, sale, transportation,
exportation and importation of explosives. As per the definition of ‘explosives’ under the Act, any
substance, whether a single chemical compound or a mixture of substances, whether solid or liquid
or gaseous, used or manufactured with a view to produce a practical effect by explosion or
pyrotechnic effect shall fall under the Act. The Act requires for the licensing for the manufacture,
possession, use, sale, transport and Importation of explosives
The Act applies to every establishment in which 20 or more workmen are employed or were
employed on any day on the preceding 12 months as contract labour. The Act provides for the
welfare of the contract labour, their wages, appointment of the inspecting staff and maintenance of
registers, records, etc. As per the said Act, the establishments covered are required to be registered
as the Principal Employer.
The Industrial Disputes Act, 1947 is applicable to establishments and undertakings wherein any
systematic activity is carried out by co-operation between an employer and his workmen for the
production, supply or distribution of goods or services. The Act requires for the maintenance peace
and harmony for better working conditions.
Workmen’s Compensation Act 1923 is a central legislation which provides for payment of
compensation for injuries suffered by a workman in the course of and arising out of his employment
according to the nature of injuries suffered and disability incurred, where death results from the
injury, the amount of compensation is payable to the dependants of the workmen.
Provisions of the Trade Union Act, 1926 provides that any dispute between employers and workmen
or between workmen and workmen, or between employers and employers which is connected with
the employment, or no employment, or the terms of employment or the conditions of labour, of any
person shall be treated as trade dispute .For every trade dispute a trade union has to be form. For
the purpose of Trade Union Act, 1926, Trade Union means combination, whether temporary or
permanent, formed primarily for the purpose of regulating the relations between workmen and
employers or between workmen and workmen, or between employers and employers, or for imposing
restrictive condition on the conduct of any trade or business etc.
In accordance with the Central Excise Act & Central Excise Rules, every person who produces or
manufactures any excisable goods is required to get itself registered with the Jurisdictional Deputy
or Assistant Commissioner of Central Excise .Hence this Act is applicable on the Company. Further
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the provisions of the Central Excise Rules provide that the manufacturer of final products (other
than SSI’s) shall submit the duty on goods removed from the factory or warehouse during the month
by the fifth day of following month. Also a Monthly Return in Form ER1 is required to be submitted
to the Superintendent of Central Excise within 10 days after the close of the month.
The levy of Sales Tax within the state is governed by the VAT Act and Rules of the respective states.
VAT has resolved the problem of Cascading effect (double taxation) that were being levied under the
hitherto system of sales tax. Under the current regime of VAT the trader of goods has to pay the tax
(VAT) only on the Value added on the goods sold. Hence VAT is a multi-point levy on each of the
entities in the supply chain with the facility of set-off of input tax- that is the tax paid at the stage of
purchase of goods by a trader and on purchase of raw materials by a manufacturer. Only the value
addition in the hands of each of the entities is subject to tax. Periodical returns and challans are
required to be deposited with the VAT Department of the respective States.
In accordance with the Central Sales Tax Act, every dealer registered under the Act shall be required
to furnish a return in Form I (Monthly/ Quarterly/ Annually) as required by the State sale Tax laws
of the assessee authority together with treasury challan or bank receipt in token of the payment of
taxes due.
Income Tax Act, 1961 is applicable to every Domestic /Foreign Company whose income is taxable
under the provisions of this Act or Rules made under it depending upon its “Residential Status” and
“Type of Income” involved. U/s 139(1) Every Company is required to file its Income tax Return for
every Previous Year by 31st October of the Assessment Year .Other compliances like those relating to
Tax Deduction at Source, Fringe Benefit Tax, Advance Tax, Minimum Alternative Tax and like are
also required to be complied by every Company.
5. Customs Duty
The provisions of the Customs Act, 1962 and rules made there under are applicable at the time of
import of goods i.e. bringing into India from a place outside India or at the time of export of goods
i.e. taken out of India to a place outside India. Any Company requiring to import or export any goods
is first required to get it registered and obtain an IEC (Importer Exporter Code).
In accordance with Rule 6 of Service tax Rules the assesses is required to pay Service tax in TR 6
challan by fifth of the month immediately following the month to which it relates. Further under
Rule 7 (1) of Service Tax Rules, the company is required to file a half yearly return in Form ST 3 by
twenty fifth of the month immediately following the half year to which the return r elates.
All the establishments to which the ESI Act applies are required to be registered under the Act with
the Employees State Insurance Corporation. The Act requires all the employees of the factories and
establishments to which the Act applies to be insured in the manner provided under the Act.
Further, employer and employees both are required to make contribution to the fund. The return of
the contribution made is required to be filed with the ESI department.
The act is applicable to the factories employing more that 20 employees and as notified by the
government from time to time. All the establishments under the Act are required to be registered
with the Provident Fund Commissioners. Also, in accordance with the provisions of the Act the
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employers are required to contribute to the employees’ provident fund the prescribed percentage of
the basic wages, dearness allowances and remaining allowance (if any) payable to the employees.
The employee shall also be required to make the equal contribution to the fund. As per the provision
of the Act, employers are to contribute 12% of the basic wages, dearness allowances and remaining
allowances (if any) payable for the time being to the employees. A monthly return on Form 12 A is
required to be submitted to the commissioner.
Under the New Industrial Policy dated July 24, 1991, all industrial undertakings are exempt from
licensing except for certain industries such as distillation and brewing of alcoholic drinks, cigars and
cigarettes of tobacco and manufactured tobacco substitutes, all types of electronic aerospace and
defense equipment, industrial explosives including detonating fuses, safety fuses, gun powder,
nitrocellulose and matches and hazardous chemicals and those reserved for the small scale sector.
An industrial undertaking, which is exempt from licensing, is required to file an Industrial
Entrepreneurs Memorandum (“IEM”) with the Secretariat for Industrial Assistance, Department of
Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India, and no
further approvals are required.
The provisions of the Act are applicable on all the Factories. As Act provides that within 30 days of
opening of the establishment, it has to notify the controlling authority in Form A thereafter whenever
there is any change it the name, address or in the change in the nature of the business of the
establishment a notice in Form B has to be filed with authority. The Employer is also required to
display an abstract of the act and the rules made there-under in Form U to be affixed at the or near
the main entrance. Further, every employer has to obtain insurance for his liability towards gratuity
payment to be made under payment of Gratuity Act 1972, with Life Insurance Corporation or any
other approved insurance fund.
The Payment of Bonus Act, 1965 is applicable on every establishment employing 20 or more
employees and is also applicable on us. The said act provides for payment of the minimum bonus to
the employees specified under the Act. It further requires for the maintenance of certain books and
registers like register showing computation of the allocable surplus; register showing the set on &
set off of the allocable surplus and register showing the details of the amount of Bonus due to the
employees. Further it also require for the submission of Annual Return (FORM D) deposited by the
employer within 30 days of payment of the bonus to the Inspector.
The Payment of Wages Act, 1936 applies to the persons employed in the factories and to persons
employed in industrial or other establishments where the monthly wages payable to such persons is
less than Rs. 1600/-. Person responsible for payment of wages shall display in such
factory/establishment, the abstracts of this Act and Rules made there under.
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HISTORY AND CORPORATE MATTERS
Alkali Metals was incorporated on 17 April, 1968 as a private limited company in Hyderabad, AP
under the Companies Act, 1956 vide Registration No. 01 – 01196. Subsequently it became a deemed
public limited company on 18 June, 1975 and then reconverted into a private limited company on 6
October, 1976. Again on 6 July, 1977, the Company became a deemed public company and the
name was changed to Alkali Metals Limited. The Company was re-converted into a private limited
company on 10 November, 1986 with the original name being restored. On 29 July, 1992, the name
was changed to Alkali Metals Limited The registered office of the Company is situated at Plot B5,
Block III, Industrial Development Area (IDA), Uppal, Hyderabad - 500 039, AP.
In a joint venture with APIDC, the Company commenced the production of sodium metal, with an
installed capacity of 125 MT. There were only a few manufacturers of sodium metal at that time and
the technology was not available easily. The Company developed the technology for sodium metal
based on in - house R & D capabilities and this was an achievement, considering various hazards in
the development and manufacture of the same. The Company also has the distinction of developing
technology for the manufacture of Nuclear Grade sodium metal for usage in fast breeder nuclear
reactors for power generation. In the year 1986, APIDC exited from the joint venture. Manufacture of
sodium metal is power intensive. With increasing power tariffs, imported sodium metal became more
attractive compared to the cost of indigenous production. The Company diversified and built its
product portfolio which can be classified into the following three categories:
i. Sodium derivatives.
iv. Pyridine derivatives.
v. Fine chemicals.
The Company has further developed 246 products in the aforesaid categories.
Technology for these products was developed in – house which is an achievement, considering
hazardous process chemistry involved in the development and manufacture of the same. These
products find wide application and use in various industries like the pharma, agro based products,
pesticides, explosives, bio technology products, electroplating chemicals.
Currently, the Company has two manufacturing facilities, Unit I and II, ISO 14001:2004 certified,
with installed capacities of 2,200 MT and 1,250 MT respectively. Unit II, for which the land and
building was taken on lease from Balaji Agro Industries Limited (a group company), commenced
active operations in the year 2003, as a 100% EOU. Subsequently in the year 2005, the Company
acquired the complete ownership of the Unit. In the same year, the Company also set up a separate
plant in Unit I for recovery of hydrogen which could be re – deployed in the manufacturing process,
thus enabling energy conservation.
Possessing a distinct technology, developed in house, for manufacturing sodium derivatives, the
Company is a major player in the sodium derivatives market. The products cater to both the
domestic and overseas markets. The Company’s offshoring capabilities in select chemistries is
showcased by the presence of some of the global pharma majors in its customer kitty, Dr.Reddys
laboratories, Aurobindo pharma, Ranbaxy, Clariant, Novasep, Siber Hegner etc.
The Company also has a dedicated R & D facility recognised by the Ministry of Science and
Technology, New Delhi. This facility operates through three modules, being, a laboratory for gram
level operation and research, a pilot plant and a proving facility to upscale the production process
from pilot plant to a commercial scale and full fledged production.
The Company has been awarded a Certificate of Merit for Outstanding Export Performance by
CHEMEXCIL, Mumbai. It has also been awarded the Silver Trophy for the Best Technology
Development in Research & Development in the state of AP by the FAPCCI, AP and Outstanding
Performance in the field of Technology by Uppal Industries Association, Hyderabad, AP. The
Company has also been conferred the status of “Export House” by DGFT, AP, GoI.
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Major events in the history of the Company are given below:
Awarded the Silver Trophy for “Best Technology Development in Research &
Development by an Industrial / Scientific Organisation in the State” from FAPCCI,
AP.
2003 Unit II commenced active operations – accorded the status of 100% EOU by
Development Commissioner, Visakhapatnam SEZ
2003 Awarded the “Best Technology Award” for outstanding performance in the field of
technology from Uppal Industries Association, Hyderabad, AP.
ISO 9001: 2000 and ISO 14001:1996 certifications by Bureau Vistas, given for Unit
I, extended to include Unit II.
Awarded the “Best Export Performance Award” for the year 2003 – 04 in the state
by FAPCCI.
2005 Acquired ownership of Unit II.
Renewed the ISO 9001:2000 certification by Bureau Vistas for both the Units, valid
for three years.
Plant for recovery of by – product, Hydrogen from Sodium Amide Plant, enabling
energy conservation
2006 ISO 14001:2004 certification by Bureau Vistas for both the units, valid for one
year.
2007 Renewed the ISO 14001:2004 certification by Bureau Veritas for both the units,
valid for three years.
Certificate of Recognition for “Export House”, renewed for another period of two
years.
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Main objects of the Company:
The main objects contained in the Memorandum are:
3.1.1. Manufacture of Alkali Metals, Rare Metals, Related Compounds and Derivatives, Chlorinated
Compounds, Pure Chemicals, Fine Chemicals, Elements, Fertilizers, Pesticides, Animal Feeds,
Pharmaceutical preparations, Agro Products, Building & Construction materials, Genetic
Engineering Products, Fabrication of Plant, Machinery and Equipment and sale of the same either
manufactured by the company or by others.
3.1.2. Procurement of raw materials, spares, intermediates and finished goods required for the
Industries mentioned above either for the activities of the company of for others.
3.1.3. Consultancy services in respect of the activities referred to in item 3.1.1 such as feasibility
reports, project estimates, procurement of equipment, detailed engineering, erection and
commissioning including development of know-how, trouble shooting on retainer / commission /
partnership basis either for the business of the company or for others.
3.1.4. To carry on business of leasing, sub-leasing, letting on hire, hire purchase, trading, factoring,
financing (except Banking as defined in the Banking Regulation Act, 1949) and to finance all kinds
of leasing and hire purchase operations.
3.1.5. Trading and contract manufacturing in the products set out above and in other chemical
products, either locally or internationally.
3.1.6.To establish and maintain laboratories and carrying on Research & Development activities for
own purposes or on behalf of third parties in the fields set out above or in the field of chemical
technology and pharmaceutical intermediates and products.
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21.02.1998 Alteration of the capital clause:
Increase in the authorised capital from Rs. 300 lakhs to Rs. 500 lakhs.
07.07.2000 Alteration of the capital clause:
Increase in the authorised capital from Rs. 500 lakhs to Rs. 1000 lakhs.
21.07.2007 Alteration of the capital clause:
Increase in the authorised capital from Rs.1000 Lakhs to Rs. 1500
Lakhs.
Shareholders’ Agreements
As on date of filing this DRHP with SEBI, there is no agreement entered into between the Company
and the Shareholders in relation to the Company.
Other Agreements:
On March 30, 2000, an agreement was entered between the Company and Dr. Y.V.S.Murty (Promoter
of the Company). As per which, Dr. Y.V.S.Murty supplies technical knowhow pertaining to process,
engineering and commissioning for the manufacture of a few products having market potential. In
consideration of this Company pays Dr. Y.V.S.Murty 3% of the net sale value of each of the products
developed and commercialised in the Company’s plant between 1 April, 1997 to 31 March, 2007. This
royalty of 3% shall be payable on the sale of each product for a period of 10 years commencing from
the date of first sale of such product or from 1 April 1997, whichever is later. This will be payable on
a quarterly basis at the end of each quarter. However, no royalty shall be payable by Alkali Metals on
the sale of Sodium Metal, Sodium Amide and Sodium Methoxide.
This agreement has been approved by the shareholders of the Company vide their resolution dated
29 February, 2000.
There is no other material contract / other agreements entered / intended to be entered by the
Company, except in the ordinary course of the business.
Strategic Partners
As on date of filing this DRHP with SEBI, the Company does not have any strategic partners.
Financial Partners
As on date of filing this DRHP with SEBI, the Company does not have any financial partners.
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MANAGEMENT
As per the Articles of Association, the Company cannot have less than 3 directors and more than 12
directors. Presently, the Company has 7 directors on the Board. The details are as given below:
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4 Mrs.Y.Krishna Veni, Director, 55 B.A., B.Ed., 11.08.2003 • Asian Herbex Ltd,
Non-Executive Director • Balaji Agro
W/o. Mr. Y.S.R.Venkata Rao, Industries Ltd.,
Flat #3,Prembagh Apartments, • Yerramilli
3-4-490/A,Barkatpura, Chemicals Pvt Ltd,
Hyderabad - 500027 • Rao-San Infotek
Occupation:- Business Pvt Ltd,
• Alkani Telefilms
Pvt Ltd
5 Mr.CH.S.Prasad, Director, 71 M.Sc (Chemical 30.09.1989 • Asian Herbex Ltd,
Non – executive Independent Technology), Fellow of • Chem Design
Director the Indian Institute of Company Pvt Ltd,
S/o. Mr. Ch.Raghavaiah, Chemical engineers, • Yerramilli
No.13,Daspalla Hills, Fellow of the Institute of Chemicals Pvt Ltd,
Visakapatnam-530003 Engineers (India) • Cyberbills India Pvt
Occupation:- Technical Ltd,
Consultant
Mrs. Y.V. Lalitha Devi is a Non – Executive Director and Chairperson of the Company. She has
been associated with several social welfare organizations, working for the education and medical
needs of poor people and was District President of Lioness Club of Hyderabad –North. She is
presently a Committee member of the Association of Lady Entrepreneurs of Andhra Pradesh.
Dr. Y.V.S. Murty is the Promoter of the Company and presently Director of the Company. A
technocrat and first generation entrepreneur, Dr.Murty holds M.Sc. (Tech.) degree in Chemical
Engineering from Andhra University and Doctor of Science (Chemical Engineering) from Atlantic
International University, U.S.A. along with having fellow membership of reputed institutes like
Institution of Engineers (India), Indian Institute of Chemical Engineers and International Institute of
Risk & Safety Management (London). His technical expertise and business acumen spanning over
almost six decades, has earned him many awards and recognitions. Dr.Murty was the former
Executive Council Member of Institute of Engineers India, Hyderabad, the National Safety Council
for Industrial Safety and also FAPCCI. He has also chaired the Hyderabad Regional Centre of India
Institute of Chemical Engineers for two terms and All India Manufacturers’ Organisation (AP
Chapter). Dr.Murty supervises the R & D operations of the Company.
Mr.Y.S.R.Venkata Rao is the Promoter of the Company and presently the Managing Director of the
Company. A technocrat and second generation entrepreneur, Mr.Venkata Rao, holds
B.E.(Mechanical) from Sri Venkateswara University, AP, Fellow of the Institution of Engineers (India),
and joined the Company in the year 1977. Since then, he has been playing a pivotal role in steering
the growth of the Company from being a manufacturer of alkali metals to producer of sodium metal
derivatives, cyclic compounds, fine chemicals, which find wide application in various industries,
especially the pharma sector. In his capacity as Managing Director of the Company, Mr.Venkata Rao
takes care of operational and strategic initiatives of the Company. His technical expertise has earned
him the ‘Member of the Year Award’ for the year 2002 from the All India Manufacturers’ Association,
105
Andhra Pradesh State Board and also various coveted posts in FAPCCI, PHARMEXCIL, BDMA and
such other organisations.
Mrs, Y. Krishna Veni holds B.A., B.ED., degree. She worked as a teacher for about 8 years and also
has 15 years of experience in Administration and General Management. She is actively involved in
the day to day affairs of M/s. Balaji Agro Industries Ltd.
Mr. Ch. S. Prasadis an Independent Director of the Company. He holds M.Sc (Chemical Technology)
from Andhra University. He is also a Fellow of the Indian Institute of Chemical Engineers and also
the Institution of Engineers (India). Past Chairman of Indian Institute of Chemical Engineers, Waltair
Regional Centre, Mr.Prasad has around of 45 years of experience in the field of Manufacturing
Industry. He has worked as an Assistant Plant Manager in M/s. Fertiliser Corporation of India, Vice
President (Manufacturing) in M/s. Coromandal Fertilizers Limited and as the Regional Director of
the Mehta Group International in Uganda, (East Africa) for M/s. Mehta Group taking care of the
corporate management of their joint ventures.
He was also Member-Regional Technical Committee of Andhra Pradesh State Pollution Control Board
for issuing environmental clearance for establishing new Industries in the region and Member-
Technical Committee of the Government of India for regulating business activity in Coastal
Regulation Zone of the coastal areas of the State of Andhra Pradesh under Shore Area Development
Authority, Rules.
Mr. P.C. Patnaik, 73, is an Independent Director of the company. He holds M.Sc. (Tech.) Chem.
Engg. from Andhra University. He had done his Research Scholar at IIT, Kharagpur and Ford
Foundation Scholar at Carnegie Mellon University, Pittsburgh. He is also Fellow of the Institute of
Engineers (India). Mr. Patnaik has around 47 years of experience in the field of project development,
industrial promotion, entrepreneurship development and corporate management at senior and apex
levels. He has worked as Technical Executive in Steel Authority of India (SAIL), as Senior Technical
Advisor, Andhra Pradesh Industrial Development Corporation (APIDC), as Managing Director – North
Eastern Industrial and Technical Consultancy Organisation (NEITCO).
He had also worked as consultant/ advisor in Scotia Energy, Scotland; Scottish Power, UK; Flo
Energy, Florida, USA, Southland Enviro Green C, Atlanta, USA.
Mr. G. Jayaraman, 51, is an Independent Director of the Company. He holds B.Sc., Mathematics
degree and is a Fellow member of Institute of Chartered Accountants of India, Institute of Cost &
Works Accountants of India and Institute of Company Secretaries of India. He has multi-faceted
industry experience across information technology, textile, cement and pharmaceutical over 26 years
spanning in finance, accounts, secretarial, legal and administration. Currently, he is serving a multi-
national IT company in senior leadership role.
He has been associated with A.P. State Board of All India Manufacturers’ Organisation for the past
10 years and served as its Chairman during 2003-04 and 2004-05.
No resolution was required to be passed by the shareholders in terms of the provisions of Section
293(1)(d) of Companies Act, 1956, for authorising the Board to borrow sum of money for the purpose
of the Company.
Mr.Y.S.R. Venkata Rao has been appointed as the Managing Director of the Company for a period of
5 years with effect from 1 May, 2004. the appointment was made pursuant to Sections 198, 269,
297, 299, 300, 309 of the Companies Act, 1956 read with the provisions of Parts I, II & III of
Schedule XIII of the Companies Act, 1956. The following are the terms and conditions of his
appointment:
106
Basic pay Rs.100,000/- per month in the scale of Rs. 100,000 -
10,000 – 150,000
H.R.A. Free furnished accommodation or Rs.10,000 per month.
Lumpsum subject to deduction of 10% of basic pay.
Dearness Allowance Not admissible
Medical benefit One months basic pay for self and family which can be
accumulated up to 5 years or Medical insurance
Leave Travel One month’s basic pay per year which can be concession
accumulated up to 2 years.
Vehicle Chauffer driven car or company car with a driver
allowance of Rs.4000/- P.M. subject to deduction of
Rs.1000 per month for personal use.
P.F. Company’s contribution to any recognized
provident fund scheme, subject to a maximum of 15% of
basic pay
Gratuity One month’s basic pay for each completed Year of service
Bonus Not applicable.
Insurance Accident Insurance for Rs. 5 Mn.
Life Insurance Life Insurance will be covered by the company for Rs. 5
Mn. subject to 50% premium being paid by the insured.
Sitting fees He will not be eligible for sitting fees.
Leave 3 weeks per year.
Telephone & E mail Free telephone, fax and email service at residence subject
to a deduction of 10% of such expense for personal use.
CORPORATE GOVERNANCE:
The Company stands committed to good Corporate Governance practices based on the principles
such as accountability, transparency in dealings with the stakeholders, emphasis on communication
and transparent reporting. These vital initiatives extend beyond mandatory corporate governance
requirements and are in accordance with the aim of establishing voluntary best practices for good
corporate governance.
As on the date, there are 7 Directors on the Board as follows. The chairperson of the Board is Mrs.
Y.V. Lalitha Devi.
The provisions of the Listing Agreement to be entered into with the Stock Exchanges with respect to
corporate governance and the SEBI Guidelines in respect of corporate governance will be applicable
to the Company immediately upon the listing of the Company’s Equity Shares on the Stock
Exchanges. The Company undertakes to adopt the corporate governance code as per Clause 49 of
the Listing Agreement to be entered into with the Stock Exchanges prior to listing. However, at
present the following committees have been formed:
107
Audit Committee
Constitution of Committee
The Board of Directors of the Company reconstituted the Audit Committee on 7 July, 2007 with the
following Directors as the Members.
The role of the audit committee is as per the section 292A of the companies Act, 1956 and Clause 49
of the Listing Agreement and shall include the following:
1. Oversight of the company’s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement
or removal of the statutory auditor and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by the statutory
auditors.
4. Reviewing, with the management, the annual financial statements before submission to the
board for approval, with particular reference to:
a. Matters required to be included in the Director’s Responsibility Statement to be included in
the Board’s report in terms of clause (2AA) of section 217 of the Companies Act, 1956
b. Changes, if any, in accounting policies and practices and reasons for the same
c. Major accounting entries involving estimates based on the exercise of judgment by
management
d. Significant adjustments made in the financial statements arising out of audit findings
e. Compliance with listing and other legal requirements relating to financial statements
f. Disclosure of any related party transactions
g. Qualifications in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the
board for approval
6. Reviewing, with the management, performance of statutory and internal auditors, and adequacy
of the internal control systems.
7. Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting
structure coverage and frequency of internal audit.
108
8. Discussion with internal auditors any significant findings and follow up there on.
9. Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material
nature and reporting the matter to the board.
10. Discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern.
11. To look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non payment of declared dividends) and creditors.
12. To review the functioning of the Whistle Blower mechanism, in case the same is existing.
Constitution of Committee
The Investor Grievance Committee was constituted on 7 July, 2007. This Committee is responsible
for the redressal of shareholder grievance. The Investor Grievances Committee consists of:
• Investor relations and redressal of shareholders grievances in general and relating to non
receipt of dividends, interest, non receipt of balance sheet etc in particular.
• Such other matters as may from time to time be required by any statutory, contractual or
other regulatory requirements to be attended to by the Shareholders and investor relations
committee
Remuneration Committee
Constitution of Committee
The Remuneration Committee was constituted on July 07, 2007. The Remuneration Committee
consists of:
109
S No. Name of the Director Designation
1 Mr.P.C. Patnaik Director and Non-Executive & Independent
2 Mr.CH.S.Prasad Director and Non-Executive & Independent
3 Mr.G. Jayaraman Director and Non-Executive & Independent
• Such other matters as may from time to time be required by any statutory, contractual or
other regulatory requirements to be attended to by the Compensation Committee.
Shareholding of Directors
The provisions of Regulation 12 (1) of the SEBI (Prohibition of Insider Trading) Regulations, 1992 will
be applicable to the Company immediately upon the listing of its Equity Shares on the Stock
Exchanges. The Company undertakes to comply with the requirements of the SEBI (Prohibition of
Insider Trading) Regulations, 1992 prior to listing of the Equity Shares.
INTEREST OF DIRECTORS
All the Directors of the Company may be deemed to be interested to the extent of sitting fees and/or
other remuneration if any, payable to them for attending meetings of the Board or a committee
thereof as well as to the extent of reimbursement of expenses if any payable to them under the
Articles of Association. The Managing Director will be interested to the extent of remuneration, if
any, paid to him for services rendered by him as an officer or employee of the Company. All the
Directors may also be deemed to be interested in the Equity Shares of the Company, if any, held by
them, their relatives or by the companies or firms or trusts in which they are interested as directors
/ members / partners or that may be subscribed for and allotted to them, out of the present Issue in
terms of the DRHP and also to the extent of any dividend payable to them and other distributions in
respect of the said Equity Shares.
Further, Dr. Y.V.S. Murty is also interested to the extent of amount received by him as royalty from
the Company pursuant to the technology transfer agreement entered into with the Company on 30
March, 2000. For details of this agreement please refer to the section ‘History and Corporate Matters’
on page [•] of this DRHP. He is also interested to the extent of receiving rent for the flat let out to the
Company. For details refer to the “Related Party Transactions” appearing on page [•] of this DRHP.
110
All the Directors may be deemed to be interested in the contracts, agreements/arrangements entered
into or to be entered into by the Company with any other company in which they have direct
/indirect interest or any partnership firm in which they are partners.
Except as stated otherwise in this DRHP, the Company has not entered into any contract,
agreements or arrangement during the preceding two years from the date of this DRHP in which the
Directors are interested directly or indirectly and no payments have been made to them in respect of
these contracts, agreements or arrangements or are proposed to be made to them.
111
MANAGEMENT ORGANISATION CHART
Board of Directors
Managing Director
Secretarial Assistant. Dept. Head / Deputy Quality Assurance & Research &
General Manager Quality Control Development
GM
112
KEY MANAGERIAL PERSONNEL:
All the persons named above as Key Managerial Personnel are permanent employees of the
Company. There is no arrangement or understanding with major shareholders, customers, suppliers
or others pursuant to which any they have been appointed. None of them have any relationship with
the Promoters or Directors of the Company.
Mr. C.V. Raju is CEO of the Company. He did his post graduation in chemical engineering from IIT
(Kharagpur). He has over 22 years of experience in identifying business opportunities, promotion
and carrying out economic feasibility of projects, know-how monitoring and related activities. He has
worked previously as Expert Consultant with APITCO, Chem Design Company Private Ltd., Adam
Smith International, UK, Implementation Secretariat, Chief General Manager in Andhra Pradesh
Industrial Development Corporation Limited, Manager (Chemicals) in Gujarat State Finance
Corporation, Junior Engineer (R&D) in Indian Petrochemicals Corporation Ltd., Chemical Engineer
in Indian Plastics & Chemicals Pvt. Ltd. and was Senior Research Fellow in IIT (Kanpur). He drew a
salary of Rs. 212,838/- since his date of appointment during 2006-07.
Mr. P.S.R. Swami is CFO and CS of the Company. He has B.Com., from Andhra University, L.L.B.,
from Osmania University, Postgraduate Diploma in Alternate Dispute Resolution from Nalsar
University and is a Fellow Member of the Institute of Company Secretaries of India. He has over 41
years of experience in secretarial, finance, accounts, legal and administration. He was Company
secretary in QCIL – Care Hospital, Company Secretary (Head of Finance, Accounts & Administration)
in Central Institute of Tool Design, Company Secretary in Krishna Ceramics Ltd., Company
Secretary and Finance Manager in Meduri Capacitors Pvt. Ltd., accounts officer in Hindustan Zinc
Ltd., section officer in the office of Member Audit Board & Ex-Officio Director of Commercial Audit,
headed by Comptroller and Auditor General of India. He joined the organisation with effect from 1
113
July 2007 with annual package of Rs. 7,50,000. He will be looking after the finance, accounts and
secretarial matters.
Mr. S. VIJAY KUMAR is General Manager taking care of marketing and also plant works. He did his
B.Tech in Chemical Engineering from Andhra University Waltair and has done his Diploma in
Industrial Safety, Master of Marketing Management form Annamalai University and also done
Bachelor of Export & Import Management from Xavier Institute of Management, Calcutta. He has
more than 32 years of experience in chemical and pharmaceutical industry. He is well versed in
safety, process design, process engineering, project engineering, production, planning, maintenance,
equipment design, fabrication, erection & installation, administration, export and import
procedures, quality management systems, environmental management systems. He has worked in
the execution and implementation of many Chemical Projects. He worked as plant engineer in
Chandra Pharmaceuticals Ltd., as project executive in Pentagon Engg. Pvt. Ltd., as project manager
in Sri Sai Engg. Corporation, plant manager Srinivas Chemical Inds. Ltd., as engineer in Western
Engineers etc., He has been with the Company for the past 18 years and drew Rs. 417,245/- as
remuneration during 2006-07.
Mr. K.N. Prasad is Deputy General Manager, taking care of production activities. He holds Diploma
in Computer Appliances. He had over 23 years of experience in the field of Production Management.
He has worked as Electrical Supervisor in IDPL and as supervisor in Sri Engineering Works. He has
been with the Company for the last 17 years and drew Rs.357,473/- as remuneration during 2006-
07.
Mr. P. Sankara Rao is Deputy General Manager and takes care of accounts and general matters. He
is a Commerce graduate and has been with the Company for the last 15 years.. He has over 25 years
of experience in the field of Accounting and Finance. He worked as an Accountant in M/s. Miniature
Motor Co., He drew Rs. 349,637/- as remuneration during FY 2006-07.
Mr. N.R.G. Babu is Deputy General Manager taking care of production and manufacturing facilities.
He did his B.Sc., from Osmania University and completed his diploma in Analytical Chemistry form
Institute of Chemists (India). He has over 36 years of experience in production, planning and Good
Manufacturing Process implementation. He worked as Deputy General Manager-production in
Sarvotham Care Limited, as production manager in Aptho Pharma, as Production executive in
Indian Drugs & Pharmaceuticals Ltd., He drew Rs. 130,000/- from the date of his joining till the end
of FY 2006 - 07.
Mr. T. Rosaiah is Manager taking care of R&D activities. He is M.Sc(Chemistry) qualified. He worked
as tutor and then started his carrier with the Company. He has been with the Company for the last
14 years and drew Rs.2,41,749/- as remuneration during FY 2006-07.
Dr. M.A Muneem is Senior Manager taking care of R & D activities. He holds Ph.D in Applied
Chemistry (Agro Chemical Formulations) and has worked as R & D Manager in Astrachem, Saudi
Arabia and also as technical officer in IICT, Hyderabad. He has expertise in the preparation of
technical reports. He drew Rs.50,750/- as remuneration from the date of his joining till the end of
FY 2006-07.
Dr. R. Srinivasa Rao is Manager looking after the R & D activities. He did his Banchelor of
Ayurvedic Medicine and Surgery from Dr. N.T.R. University of Health Science and M.D (Ayurveda-
Dravyaguna) from Dr. N.T.R. University of Health Science and done Post Graduate Diploma in
Patents Law from Nalsar University of Law. He started his carrier with the Company. He drew a
remuneration of Rs.180,000/- during FY 2006 - 07.
114
Changes in Key Managerial Personnel during the last one year:
Except the above there has been no change in the Key Managerial Personnel.
There is no specific bonus or profit sharing plan for the Key Managerial Personnel other than as may
be decided by the Management.
Employees
The Company believes that a motivated and an empowered employee base is the key to their
success. The Company has, as on July 31, 2007, 158 employees on its rolls. The broad classification
given below:
Description Number
Managerial 05
Staff and workers 153
TOTAL 158
Payment or benefit to Key Managerial Personnel and other employees of the Company
Except for the payment normal remuneration for the services rendered in their capacity as
employees of the Company, no other amount or benefit has been paid or given within the two
preceding years or intended to be paid or given to any of them.
115
and joined the Company in the year 1977. Since then, he has been playing a pivotal role in steering
the growth of the Company from being a manufacturer of alkali metals to producer of sodium metal
derivatives, cyclic compounds, fine chemicals, which find wide application in various industries,
especially the pharma sector. In his capacity as Managing Director of the Company, Mr.Venkata Rao
takes care of operational and strategic initiatives of the Company. His technical expertise has earned
him the ‘Member of the Year Award’ for the year 2002 from the All India Manufacturers’ Association,
Andhra Pradesh State Board and also various coveted posts.
• Chairman of the All India Manufacturer’s Organisation of the Andhra Pradesh State Board.
• Executive member in Central Governing Council for All India Export Promotion Council.
• Member in Committee for Administration, PHARMEXCIL.
• Committee Member in FAPCCI.
• Member in Hyderabad Management Association.
• Member of the Institute of Engineers.
• Member of the Indio-American Chamber of commerce.
• Member of the Indo-German Chamber of Commerce.
• Member of the India China Chamber of Commerce & Industry.
• Member of CHEMEXCIL.
• Member of BDMA
• Member of Uppal Industrial Association.
He was also the Chairman of Regional Governing Council and Export Promotion Council for EOU &
SEZ Units (EPCES), Visakhapatnam.
The Permanent Account Number (“PAN”), Bank Account details and Passport Number of the
Promoters, have been submitted to Bombay Stock Exchange Limited and The National Stock
Exchange of India Limited (NSE), on which the Company proposes to list its Equity Shares at the
time of filing of this DRHP. Further, the Promoters have not been identified as a willful defaulter by
RBI or any other Government authority and there are no violations of securities laws committed by
the Promoters in the past or any such proceedings are pending against the Promoters.
Common Pursuits:
There are no common pursuits amongst Alkali Metals Limited and any other group companies
except for Yerramilli Chemicals Private Limited whose objects contain the manufacture of chemicals.
However, this company is yet to commence active operations. For details please refer to the section
titled ‘Ventures / Other Concerns Promoted by Promoters / Group Companies’ on page no [●] of this
DRHP.
Interest of Promoters
Dr.Y.V.S.Murty may be deemed to be interested to the extent of the equity shares held by him, his
friends and relatives, and benefits arising from his holding directorship / employment in the
Company. He may also be deemed to be interested in the transactions entered into by the Company
and the ventures where he is interested as a Promoter, Director or otherwise. For details please refer
to the section titled ‘Related party Transactions’ on page [•] of this DRHP.
Further, he is also interested to the extent of amount received by him as royalty from the Company
pursuant to the technology transfer agreement entered into with the Company on 30 March, 2000.
For details of this agreement please refer to the section ‘History and Corporate Matters’ on page [•] of
this DRHP. He is also interested to the extent of receiving rent for the flat let out to the Company.
For details refer to the “Related Party Transactions” appearing on page [•] of this DRHP.
Mr. Y.S.R. Venkata Rao may be deemed to be interested to the extent of the equity shares held by
him, his friends and relatives, and benefits arising from his holding directorship / employment in
the Company. He may also be deemed to be interested in the transactions entered into by the
Company and the ventures where he is interested as a Promoter, Director or otherwise. For details
please refer to the section titled ‘Related party Transactions’ on page [•] of this DRHP.
117
The Promoters do not have any interest in any property acquired by the Company within two years
of the date of this DRHP or proposed to be acquired by it.
Except as stated in the section titled “Financial Statements – Related Party Transactions” and
Material Contracts, Strategic Partners and Financial Partners beginning on page [•] and [•]
respectively of this DRHP, there has been no payment of benefits to the Promoters during the last
two years from the date of filing of this DRHP.
The sales or purchases between companies in the promoter group are as detailed in “Related Party
Transactions” on page [•] of this DRHP.
118
RELATED PARTY TRANSACTIONS
For related Party Transactions, Please refer to the Annexure XIV of “Auditor’s Report” on page no. [●]
of this DRHP.
119
DIVIDEND POLICY
Dividends, other than interim dividends, will be declared at the AGM of the shareholders based on
the recommendation of the Board of Directors. The Board may, at its discretion, recommend
dividends to be paid to the shareholders, considering a number of factors including, without
limitation, the Company’s future expansion plans and capital requirements, profits earned during
the fiscal year, cost of raising funds from alternate sources, liquidity position, applicable taxes
including tax on dividend, as well as exemptions under tax laws available to various categories of
investors from time to time and general market conditions. The dividend payments in the past are
not necessarily indicative of the dividend amounts, if any, or the dividend policy, of the Company in
the future.
The Summary of dividends declared by the Company during the previous five FYs is as follows:
120
SECTION V: FINANCIAL INFORMATION
Auditor’s Report
To
The Board of Directors
M/s. Alkali Metals Ltd.
Block III, B 5, I D A
UPPAL, Hyderabad – 500 039.
Dear Sir,
We have examined and found correct the Audited Accounts of ALKALI METALS LTD, (‘The Company’)
for the past five financial years ended on March 31, 2003, 2004, 2005, 2006 and 2007 being the
date up to which the accounts of the Company have been made up and audited by us. At the date of
signing this report, we are not aware of any material adjustment, which would affect the result
shown by these accounts drawn up in accordance with the requirements of Part II of Schedule II to
the Companies Act, 1956.
In accordance with the requirements of Paragraph B (1) of Part II of Schedule II to the Companies
Act, 1956 (the Act), and the Securities and Exchange Board of India (Disclosure and Investor
Protection) Guidelines, 2000 (SEBI Guidelines) for the purpose of the Offering Memorandum as
aforesaid, we report that:
a. We have examined the attached restated Profits & Loss Statement of the Company for the
financial years ended March 31, 2003, 2004, 2005, 2006 and 2007 are as set out in Annexure -
I to this report. These profits have been arrived at after charging all expenses including
depreciation and after making such adjustment and regroupings as in our opinion are
appropriate and more fully described in the Significant Accounting Policies and Notes to
Accounts appearing in Annexure III and IV respectively to this report.
b. We have examined the attached restated assets and liabilities of the Company as at March 31
2003, 2004, 2005, 2006, and 2007 are as set out in Annexure - II to this report after making
such adjustments and regroupings as in our opinion are appropriate and more fully described in
the Notes to Accounts appearing in Annexure IV to this report.
i. The accounting policies have been consistently applied by the Company and are consistent to
those used in previous year as disclosed in Annexure III.
ii There are no extra ordinary items in the period covered by the Restated Summary Statement.
iii. There have been no material prior period items which required adjustments in the restated
financial statements.
iv. There are no qualifications in the auditor’s report in the period covered by the Restated
Summary Statements.
d. We have examined the cash flow statement relating to the Company for the five years ended
March 31, 2003, 2004, 2005, 2006 and 2007 appearing in Annexure V to this report.
e. The rates of dividends paid by the Company in respect of the financial years ended March 31
2003, 2004, 2005, 2006, 2007 are as shown in Annexure VII to this report.
121
f. We have examined the following financial information relating to the Company and as approved
by the Board of Directors for the purpose of inclusion in the Offer document:
In our opinion the above financial information of the Company read with Significant Accounting
Policies and Notes on Account attached in Annexure III and IV respectively to this report, after
making adjustments and regroupings as considered appropriate has been prepared in accordance
with paragraph B (1) Part II of Schedule II of the Act and the SEBI Guidelines.
This report is intended solely for your information and for inclusion in the Offer document in
connection with the specific Public Offer of equity shares of the Company and is not to be used,
referred to or distributed for any other purpose without our written consent.
Sd/-
K.R.K.AVADHANI
Partner
Membership No. 2946
Date: 26 July, 2007
Place: Hyderabad
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ANNEXURE - I
Expenditure
Raw materials Consumed 209.18 200.77 180.87 300.63 353.26
Employees cost 14.24 24.22 31.92 37.76 42.55
Power & Fuel 23.42 31.01 32.63 45.80 59.25
Other Manufacturing Cost 33.98 31.81 38.10 29.44 15.47
Research & Development
Expenses 20.33 19.86 19.43 27.71 19.28
Marketing Expenses 33.26 29.43 26.73 33.12 28.49
Interest ( Financial Expenses) 10.61 8.38 11.28 17.80 20.29
Depreciation 7.88 9.64 11.28 12.81 16.87
Total 352.90 355.11 352.23 505.08 555.46
Net profit before extra ordinary
Items & Tax 85.31 71.34 54.66 144.28 84.55
Extra Ordinary Item:
Loss on Sale of Investment 0.00 0.00 4.11 0.29 0.00
Current tax(Provision and
payment) 8.00 6.00 2.50 9.50 6.00
Deferred Tax 3.50 2.00 1.00 1.50 2.50
Net profit after Tax 73.81 63.34 47.05 132.99 76.05
amount available for
appropriation 73.81 63.34 47.05 132.99 76.05
APPROPRIATION
Provision for Dividend 15.08 30.17 18.10 105.59 27.15
Provision For tax on Dividend 1.89 3.87 2.37 14.81 3.81
Transfer to General Reserve 7.38 6.33 5.00 14.00 8.00
Balance Carried over to Balance
Sheet 49.46 22.97 21.58 (1.40) 37.09
123
ANNEXURE - II
124
ANNEXURE –III
SIGNIFICANT ACCOUNTING POLICIES:
The following are significant accounting policies adopted by the company in the
Preparation and presentation of financial statements.
125
10 Accounting for effects in foreign exchange rates
a) All monetary items denominated in foreign currency are reflected at
the rates prevailing on the Balance sheet date.
b) Income and Expenditure items involving foreign exchange are AS-11
translated at the exchange rate prevailing on the dates of
transaction.
c) Exchange differences, if any, arising on account of fluctuations in
foreign exchange have been duly reflected in the Profit & Loss
Account except in respect of acquisition of fixed assets.
11 Accounting for Government Grants AS-12
Since the company has not received any grants, this accounting
standard is not applicable
12 Accounting for Investments AS-13
Investments are valued at cost.
13 Accounting for Amalgamation - Not applicable AS-14
14 Accounting for Retirement Benefits:
a) The Company has a provident fund scheme for their
employees. Contributions to the scheme are charged to the profit
and loss account.
b) Provision for gratuity has been made for all the employees in the
rolls of the company at the closing of accounting half year. The AS-15
company is making actual gratuity payments as and when
crystallized by debiting to the gratuity fund account.
126
Annexure - IV
Notes to Accounts:
I. QUANTITATIVE INFORMATION
Capacity
Capacity utilisation
127
Caustic Lye (dilute) --- 1025.540 1025.540 ---
(Recovered from Pollution control &
treatment)
Work in Process 123.570 221.723
II. CONSUMPTIONS
2006-07 2005-06. 2004-05 2003-04 2002-03 2006-07 2005-06 2004-05 2003-04 2002-03
QTY QTY QTY QTY QTY Value Value Value Value Value
(Rs. mns) (Rs. mns) (Rs. mns) (Rs. mns) (Rs. mns)
1) Chemicals 1520.67 1786.73 1371.02 1125.00 1319.61 240.75 206.51 124.42 145.88 162.90
(MT)
2) Gases 1102.83 1461.88 797.58 676.00 678.62 47.79 51.93 26.00 16.39 16.71
(MT)
-do- 15,024 3,354 22,692 45,314 54722 3.43 0.68 7.20 7.76 8.25
(Cylinders)
3) Oils & 373.88 295.78 201.35 316.00 303.15 18.11 9.59 6.02 8.32 8.08
Solvents(KL)
-do- (MT) 182.33 547.30 354.79 371.00 231.82 7.51 15.03 8.80 8.48 4.40
4) Stores & --- -- --- --- --- 35.84 21.74 15.99 13.93 8.85
Others
5) LDO (KL) 24.00 64.80 883.07 1086.00 980.40 0.62 1.71 16.52 18.89 12.30
6) HCO (KL) 1588.97 1309.55 241.17 --- -- 36.70 20.49 3.31 -- --
7) Power 51,86,165 56,05,666 3481392 2980280 2448629 21.71 22.25 15.40 12.12 11.12
(units)
412.50 349.98 223.68 231.78 232.61
Total
128
currency
c) F.O.B. value 248.16 326.43 198.68 223.16 288.51
of
Exports
(Rs. in Mn.)
V. AUDITORS’ REMUNERATION
(Rs. in Mn.)
Statutory
Audit 0.020 0.020 0.020 0.020 0.020
Tax Audit 0.006 0.006 0.006 0.006 0.006
Out of
Pocket
Expenses 0.003 0.003 0.004 0.006 0.005
Total 0.029 0.029 0.030 0.032 0.031
129
Dr Y.V.S.Murthy Promoter Rent 0.00 0.00 0.00 0.00 0.19
Promoter group Sales
entity commissio
M/s Intech, Nanded n 0.43 0.31 0.36 0.38 0.43
Particulars India Italy Japan Belgium Germany US U.K Israel Others Total
Segment
Revenue
2006-07 353.27 24.25 67.16 77.20 47.80 15.35 15.50 11.41 37.38 649.34
2005-06 372.10 80.35 77.13 72.03 60.12 13.61 12.25 6.31 39.76 733.66
2004-05 218.03 33.69 56.17 40.62 - 21.27 21.35 24.72 415.87
2003-04 224.21 64.36 70.68 31.34 3.84 5.79 20.69 22.08 16.58 459.59
2002-03 157.78 156.27 65.32 33.23 3.88 8.34 3.68 25.39 5.01 458.92
Segment
Assets
2006-07 358.57
2005-06 313.12
2004-05 196.89
2003-04 172.49
2002-03 148.67
Capital
Expenditur
e
2006-07 45.45
2005-06 65.52
2004-05 35.67
2003-04 33.58
2002-03 37.72
(Rs. in Mn.)
IX ACCOUNTING POLICIES
130
X. NOTES TO ACCOUNTS
Rs. in Mn.
Year ended 31.03.2007 27.21
Year ended 31.03.2006 27.60
Year ended 31.03.2005 10.40
Year ended 31.03.2004 15.72
Year ended 31.03.2003 18.42
(Rs in Mn.)
S No Particulars As at AMOUNT
i Income Tax demands. 31.03.2007 17.48
ii Income Tax demands. 31.03.2006 5.13
iii - 31.03.2005 0.00
iv Income Tax demands 31.03.2004 24.82
v - 31.03.2003 0.00
3. LOANS:
Term Loan from APIDC has been secured against the first charge of Fixed assets and personal
guarantee of Directors.
State Bank of India is secured by second charge on fixed assets, hypothecation of stocks and
receivables and personal guarantee of Directors.
4. Figures of sundry debtors, creditors and other advances are subject to reconciliation.
5. Previous year's figures are regrouped wherever necessary to conform to the Current Period’s
Presentation / Classification.
6. Amounts and weights have been rounded off to the nearest Rupee Previous years’ figures
.
7. The amount due to Small Scale Industrial undertakings as at 31.03.2007: NIL
ANNEXURE - V
131
Adjustments for changes in
working capital
Debtors (11.22) (13.94) 17.42 (42.19) 46.10
Inventories (3.65) (12.45) (31.66) (2.37) (43.78)
Other Current Assets & Loans &
Advances (14.22) 7.76 22.72 (9.03) (11.18)
Current Liabilities 27.91 (3.37) (43.39) 14.66 (16.30)
Cash generation from operations 102.02 64.56 39.88 133.65 95.34
Less : Income tax Paid 11.50 8.00 26.75 11.00 8.50
(A) NET CASH FROM
OPERATIONS 90.52 56.56 13.13 122.65 86.84
CASH FROM INVESTING
ACTIVITIES
Purchase of Fixed Assets (37.71) (33.58) (45.96) (68.89) (56.25)
Proceeds from Sales of Assets 0.00 0.12 0.00 3.03 0.00
Purchase of investments (0.00) (10.20) 0.00 0.00 0.00
Sale of Investments 0.00 0.00 17.08 14.71 0.00
Interest income 0.53 1.58 0.30 0.35 0.26
Dividend Income & others 0.07 1.22 2.12 1.96 0.95
(B) NET CASH FROM
INVESTING ACTIVITIES (37.12) (40.87) (26.46) (48.84) (55.04)
CASH FROM FINANCING
ACTIVITIES
Increase in Long Term Liabilities (2.14) 4.48 1.04 1.60 1.69
Increase in short term borrowings 18.79 35.63 35.32 53.20 17.70
Borrowings/ Repayment of loans (51.05) 0.00 (0.30) (0.57) 0.00
Interest paid (10.61) (8.38) (11.28) (17.80) (20.29)
Dividend paid (15.08) (30.17) (18.10) (105.59) (27.15)
Tax on dividend (1.89) (3.87) (2.37) (14.81) (3.81)
(C) Net cash from Financing
Activities (61.98) (2.30) 4.32 (83.96) (31.85)
Net increased /( Decrease) in
cash & cash equivalents(A+B+C) (8.58) 13.39 (9.01) (10.15) (0.05)
Cash And Cash equivalents at
the beginning of the year 15.71 7.13 20.52 11.51 1.36
Cash And Cash equivalents at
the end of the year 7.13 20.52 11.51 1.36 1.30
ANNEXURE VI
LOANS AND ADVANCES
Rs. in Mn.
Period ending on 31.03.03 31.03.04 31.03.05 31.03.06 31.03.07
Loans and advances given to
Affiliates / Group Companies or
those related to Promoters/
Directors in any way 0 0 0 0 0
Others 51.02 43.26 34.10 43.13 54.33
Total 51.02 43.26 34.10 43.13 54.33
132
ANNEXURE – VII
% of Dividend 25 50 30 175 45
ANNEXURE VIII
ACCOUNTING RATIOS
PERIOD ENDED ON
31-03-03 31-03-04 31-03-05 31-03-06 31-03-07
Earning Per Share(EPS) (Rs) 12.23 10.50 7.80 22.04 12.60
Cash Earnings Per Share (Rs) 13.54 12.09 9.67 24.17 15.40
Return on Net Worth (%) 36.25 27.19 19.91 53.44 25.87
Net Asset Value Per Share (Rs) 33.75 38.61 39.16 41.25 48.72
Workings
A. No of Shares 6033600 6033600 6033600 6033600 6033600
B Cash Earnings (Rs in Millions) 81.69 72.98 58.33 145.80 92.91
PAT (Including Deferred Tax) 73.81 63.34 47.05 132.99 76.04
Depreciation 7.88 9.64 11.28 12.81 16.87
Notes
A. The ratios have been computed as below;
1. Earnings per Share (Rs) =Net Profit Attributable to Equity Share Holders/
Number of Equity Shares Outstanding during the Year.
2. Cash Earnings per Share (Rs) =Cash Earnings Attributable to Equity Share Holders /
Number of Equity Shares Outstanding during the Year.
B. The above ratios have been computed on the basis of the adjusted profit /losses for the
respective years as per the statement of Restated Profit and Losses Account.
C. EPS is computed in accordance with the Accounting standard 20 issued by the Institute of
Chartered Accountants of India.
133
ANNEXURE IX
CAPITALIZATION STATEMENT
Rs. in Mn.
Period ended on 31.03.07 Post Issue *
Borrowing statement
Short term Debt ** 203.16
Long term Debt 0.00
Total Debt 203.16
* Information relating to the Share Capital and Reserves (Post issue) can be determined only upon
the finalization of the Issue Price.
**Short term debts represent debts which are due within one year
ANNEXURE X
TAX SHELTER STATEMENT
Rs. In Mn.
Period ending on 31.03.2003 31.03.2004 31.03.2005 31.03.2006 31.03.2007
profit before Taxes as per
books (A) 85.31 71.33 54.66 144.28 84.54
Adjustments
Permanent Differences
U/s 80HHC 24.84 3.86 0.00 0.00 0.00
U/s Sec 35 (2AB) 6.22 7.50 5.88 6.72 3.90
u/s 10 (23D) 1.01 2.02 0.00 0.00
U/s 10B 37.16 41.41 94.53 58.30
Total Permanent Differences
(C) 31.06 49.53 49.31 101.25 62.20
Timing Differences
Diff Between Tax Depreciation &
Book Depreciation 35.61 5.09 -0.67 14.06 7.60
Other Adjustments 0.00 0.00 0.00 0.00 0.00
134
Tax Savings thereon (E*B) 24.50 19.59 17.80 38.81 23.73
Tax as per Income Tax Return 8.69 5.99 2.2 9.9 5.80
ANNEXURE XI
Other Income Rs. in Mn.
PERIOD ENDED
ON 31.03.03 31.03.04 31.03.05 31.03.06 31.03.07
Other income 0.59 2.79 2.15 1.99 1.22
20 % of PBT 17.06 14.27 10.93 28.86 16.91
10% of Total
income 43.68 42.64 38.44 65.86 60.11
Applicability NA NA NA NA NA
ANNEXURE XI
AGEWISE ANALYSIS OF SUNDRY DEBTORS Rs. in Mn.
ANNEXURE XIII
SECURED LOANS
(Rs. in Mn.)
Period ended 31.03.03 31.03.04 31.03.05 31.03.06 31.03.07
STATE BANK OF INDIA
Cash Credit 36.23 40.00 74.05 102.83 63.32
Inland Bills Discounting 0.00 1.76 2.34 2.93 6.52
Export Packing Credit 15.00 10.35 6.95 10.35 0.25
Foreign Bills Discounting 10.07 12.65 16.38 5.25 1.51
Stand by Line of Credit 0.00 0.00 0.00 33.00 33.00
Demand Loan in foreign currency 0.00 32.15 32.54 31.09 98.55
APIDC
Term Loan 0.30 0.30 0.30 0.004 0.004
ICICI BANK
Car Loan 0.00 0.90 0.59 0.30 0.00
Total 61.60 98.12 133.14 185.76 203.16
135
Details of the secured loans outstanding as on 31.03.2007
(Rs. in Mn.)
Sanctioned
Securities offered Amount Amount Rate of
with Particulars Financial Nature (Rs. in Outstanding Interest
Repayment terms of Loan institution of Loan Mn.) (Rs. in Mn.) p.a
Secured by CASH CREDIT State Bank Short 163 193.16 1.50
hypothecation Of INDIA term above
of stocks and book loan SBAR
debts. Second charge effective
on Fixed assets of 11.75%
Unit 1 of the
company. First
Charge on the Fixed
assets of the Unit 2.
--do-- ADHOC 10 10
Letter of
--do-- Credit 25
Bank
--do-- Guarantee 10
Equitable Mortgage of TERM LOAN APIDC Long 11 0.04
Factory term
land and Building
and plant and
Machinery of unit 1 of
the company.
Repayment Terms
Cash Credit from SBI ON DEMAND
Term Loan from APIDC Loan is repaid as on date
ANNEXURE - XIV
RELATED PARTY TRANSACTIONS
(Rs. in Mn.)
Party Nature of Transaction YEAR
Relationshi
p
2002-03 2003- 2004 2005- 2006-
04 -05 06 07
Promoter
Balaji Agro Industries group
Ltd company Rent 9.23 1.80 0.60 0.00 0.00
Promoter
group
Asian Herbex Ltd company Sale 0.00 0.00 0.00 22.99 77.08
Promoter
group
Asian Herbex Ltd company Purchase 0.00 2.57 7.01 3.91 57.98
Promoter
Chem Design Co. Pvt. group
Ltd. company Consultancy 0.63 0.28 0.06 0.00 0.00
Promoter
Chem Design Co. Pvt. group
Ltd. company Rent 0.05 0.05 0.00 0.08 1.04
Yerramilli Venkata Promoter’s
Rao Trust trust Donation 0.00 0.93 0.00 0.00 0.00
136
Dr Y.V.S.Murty Promoter Royalty 0.00 9.64 8.52 16.68 11.57
Managing
Sri Y.S.R.Venkata Rao Director Remuneration 0.00 0.47 1.25 1.27 1.27
Dr Y.V.S.Murty Promoter Rent 0.00 0.00 0.00 0.00 0.19
Promoter Sales
M/s Intech, Nanded group entity commission 0.43 0.31 0.36 0.38 0.43
Annexure – XV
INVESTMENTS Rs. in Mn.
31.03.03 31.03.04 31.03.05 31.03.06 31.03.07
(Unquoted) (at cost)
100 equity shares of Chem Design Co. 0.001 0.001 0.001 0.001 -
Pvt. Ltd.,
8,62,320 equity shares of Asian 8.000 8.000
Herbex Ltd.,
39,99,400 equity shares of Balaji Agro 18.000 18.000 - -
Ind. Ltd.,
Quoted (at cost)
181865.090 units of DSP Merrill 2.500 3.500 -
Lynch
Opportunities fund -
130958.617 units of Reliance Growth 5.000 -
Fund
500000 units of Reliance Equity 5.000 -
Opportunities fund
107372.94 units of Prudential ICICI 1.500 -
Power plan
108910.288 units of Franklin India 2.700
Blue chip fund
107108.906 units HDFC Equity fund 2.500
171244.538 units of Pru ICICI 2.500
Floating Rate Plan
Total 26.001 36.201 15.001 0.001 -
137
VENTURES/OTHER CONCERNS PROMOTED BY PROMOTERS/ PROMOTER GROUP
COMPANIES
The following are the details of the Group Companies and other ventures promoted by the
Promoters:
The Company was incorporated on 27 November, 2006 to carry on main business as a Producers,
Distributors, Exhibitors and Exploiters, Traders, Exporters, and importers of Television Films,
Serials, Video Films and Serials, Motion Pictures, Feature Films, Documentaries, Advertisement
Films etc., and has its registered office at Flat No.3, 3-4-490/A, Prembagh Apartments, Barkatpura,
Hyderabad.
Board of Directors:
Financial Performance:
The Company is yet to commence operations. There are no pending litigations, defaults, etc against
above Companies and its promoters.
The above company is neither a sick Company within the meaning of Sick Industrial Companies
(Special Provisions) Act, 1995 nor under winding up
The company was incorporated on 20 June, 1989 in Pondicherry as a private limited company to
carry on main business as to set up, to establish, to carry on business, purchase, sell, deal, import,
export, act as consultants, commissions agents, brokers, store, preserve, prepare, process,
manufacture, crush, refine, finish, pack and repack, market, the various products, based on, related
to, made/or associated with the various types of oil bearing raw materials and oil bearing seeds,
edible and non-edible, either by solvent extraction process or by Miscella-refining process, or any
convenient and economic process, either existing or that might be devised in future.. The registered
office was shifted to Hyderabad, AP and was converted into a limited company and also became a
subsidiary of Alkali Metals on 2 April, 2002. Subsequently, Alkali Metals divested its holding in the
company to Dr.Y.V.S.Murty, Mrs.Y.V.Lalitha Devi, Mr.Y.S.R.Venkata Rao and Mrs.Y.Krishna Veni on
19 March, 2005. It has its registered office at Flat No.5, 3-4-490/A, Prembagh Apartments,
Barkatpura, Hyderabad.
138
Board of Directors:
Financial Performance:
(Rs. in Mn.)
As of 31 March
Particulars 2005 2006 2007
Equity share capital 36.00 36.00 36.00
Reserves & surplus 5.05 6.80 10.46
Total income 4.10 3.80 7.01
Profit / Loss after tax (2.03) 1.74 3.67
Earnings per share (Rs.) -- 0.44 0.92
Net Asset Value per share (Rs.) 10.26 10.70 11.62
There are no pending litigations, defaults, etc against above Companies and its promoters.
The above company is neither a sick Company within the meaning of Sick Industrial Companies
(Special Provisions) Act, 1995 nor under winding up
The company was incorporated on 27 September, 1996 as Asian Herbex Limited and was granted
the certificate for commencement of business on 14 October, 1996 to carry on the business of
manufacture, refining and extraction of essential oils, oleo-resins, perfumes, colours, by-products,
derivates by mechanical, electrical and /or chemical means from all herbs, spices, flowers,
agricultural and horticultural produce whether edible, pharmaceutical, medicinal or any kind or
nature whatsoever and fold preparations of all kinds and descriptions. The name was changed to
Ashian Herbex Limited on 24 March, 2003 and again rechanged to the original name on 21 March,
2007. The entire capital was acquired by the present shareholders from the erstwhile promoter
shareholders during the year 2000 – 01 and 2001- 02. It has its registered office at Flat No.5, 3-4-
490/A, Prembagh Apartments, Barkatpura, Hyderabad.
139
Board of Directors:
Financial Performance:
(Rs. in Mn.)
As of 31 March
Particulars
2005 2006 2007
Equity share capital (including share application
money) 73.14 93.42 88.69
Reserves & surplus
Capital Reserve 1.12 1.12 1.12
Profit & Loss account (19.48) (17.39) (17.44)
Total income 8.69 40.58 83.07
Profit / Loss after tax (10.63) 2.09 0.10
Earnings per share (in Rs.) -- 0.24 0.011
Net Asset Value per share (Rs.) 16.55 8.70 8.16
The equity shares of the company are not listed on any stock exchange
There are no pending litigations, defaults, etc against above Companies and its promoters.
The above company is neither a sick Company within the meaning of Sick Industrial Companies
(Special Provisions) Act, 1995 nor under winding up
The Company was incorporated on 9 October, 1980 as a Chemical Design Company Private Limited
company with its main object being to render Professional and Technical Consultancy and advice
any individual, Firm, Company, other body carrying on any business whatsoever in all fields of
Design and Engineering, Research and Development, Business Industrial and General Management
relating to Chemical and Mechanical Industries and also to manufacture, market and deal with
chemical plant and related machinery. It was then converted into a limited company on 28 February,
2002> It was then renamed as Chem Design Company Limited on 22 October, 2002. The company
140
was converted into a private limited company on 29 June, 2006. It has its registered office at Flat
No.5, 3-4-490/A, Prembagh Apartments, Barkatpura, Hyderabad.
Board of Directors:
Dr.Y.V.S.Murty, Chairman
Mrs.Y.V.Lalitha Devi
Mr.Y.S.R.Venkata Rao
Mr.Ch.S.Prasad
Ms.Y.Lalithya Poorna
Financial Performance:
(Rs. in Mn.)
As of 31 March
Particulars 2005 2006 2007
Equity share capital 0.71 2.46 7.46
Reserves & surplus 2.10 2.02 2.34
Total income 3.55 1.62 2.75
Profit after tax 0.00 (0.09) 0.32
Earnings per share (in Rs.) 0.01 (0.36) 0.43
Net Asset Value per share (Rs.) 39.60 18.19 13.13
The equity shares of the company are not listed on any stock exchange.
There are no pending litigations, defaults, etc against above Companies and its promoters.
The above company is neither a sick Company within the meaning of Sick Industrial Companies
(Special Provisions) Act, 1995 nor under winding up
The company was incorporated on 11 April, 2005 main objective being to develop, design, structure,
establish, maintain and to set up the business of handling customer support services by
establishing call centres, Data centres, Medical Transcription Centres whether pertaining to own
customers or client’s customers from within India or outside for requests received by telephone, fax,
email, web, kiosk, post or any other mode through which any customer can communicate by
accessing information in possession of the company or provided by the client.. It has its registered
office at Flat No.6, 3-4-490/A, Prembagh Apartments, Barkatpura, Hyderabad.
141
Board of Directors:
Mr.Y.S.R.Venkata Rao
Mrs. Krishna Veni
Mr.Y.V.Prashanth
Financial Performance:
(Rs. in Mn.)
As of 31 March
Particulars 2005 2006 2007
Equity share capital - 0.10 0.10
Reserves & surplus - - -
Total income - 0.015 0.020
Profit after tax - (0.71) (1.43)
Earnings per share (in Rs.)
- - -
Net Asset Value per share (Rs.) - 10 10
There are no pending litigations, defaults, etc against above Companies and its promoters.
The above company is neither a sick Company within the meaning of Sick Industrial Companies
(Special Provisions) Act, 1995 nor under winding up
The company was incorporated on 1 March, 2006 to carry on business of trade, purchase, sale or
otherwise deal with all kind of shares, stocks, other securities, debentures, company deposits,
commodities, manual fund schemes, government securities including government bonds and post
office schemes etc.,. However, the company is yet to commence operations. It has its registered office
at Flat No.6, 3-4-490/A, Prembagh Apartments, Barkatpura, Hyderabad.
Board of Directors:
The Directors of the company are:
Dr.Y.V.S.Murty
Mrs.Y.V.Lalitha Devi
142
There are no pending litigations, defaults, etc against above Companies and its promoters.
The above company is neither a sick Company within the meaning of Sick Industrial Companies
(Special Provisions) Act, 1995 nor under winding up
The company was incorporated on 27 April, 1985 to carry on the business to manufacture,
assemble, buy, sell, import, export, repair, alter, improve, exchange, develop, let on hire, distribute
or otherwise deal in all types of Chemicals, Related compounds and derivatives, Chlorinated
Compounds, Pure Chemicals, Fine Chemicals, Elements, Pesticides, Pharmaceuticals preparations.
However, the Company has not yet commenced operations. It has its registered office at Flat No.3, 3-
4-490/A, Prembagh Apartments, Barkatpura, Hyderabad.
Board of Directors:
Mr.Y.S.R.Venkata Rao
Mrs. Krishna Veni
Mr.Ch.S.Prasad
Financial Performance:
(Rs. in Mn.)
As of 31 March
Particulars 2005 2006 2007
Equity share capital - 0.10 0.10
Reserves & surplus - - -
Total income - 0.003 --
Profit after tax - 0.002 (0.004)
Earnings per share (in Rs.) - - -
Net Asset Value per share (Rs.) - 10 10
There are no pending litigations, defaults, etc against above Companies and its promoters.
The above company is neither a sick Company within the meaning of Sick Industrial Companies
(Special Provisions) Act, 1995 nor under winding up. The company is not in operations since its
inception.
The company was incorporated on June 28, 2000 in the US. Promoted by Mr.Y.V.Prashanth, the sole
shareholder and Director of the company holding 200 shares, the company was started to engage in
trading of chemicals. However, the company is yet to commence any active operations.
There are no pending litigations, defaults, etc against above Companies and its promoters.
143
9) M/s Intech
M/s Intech is a partnership firm between Mrs. Y. V. Lalitha Devi, Mrs. Y. Krishna Veni, Mr. K.V.
Rajeshwar Sharma, Ms. Y. Lalithya Poorna and Mr. Y.V Prashanth under a deed dated 1 April, 2005.
Intech has its office at No.24, Bahadur BandaSingh Market, Nanded, Maharashtra. They are
engaged in the business of brokerage & liasions in the marketing of Chemicals. The firm may carry
out other activities as and when decided mutually among the partners.
M/s Intech has five partners and their profit sharing ratios are as under:
Financial Performance:
(Rs. in Mn.)
As of 31 March
Particulars 2005 2006 2007
Total Income 0.64 0.39 0.43
Profit After Tax 0.17 0.025 0.03
Partners Capital 2.91 2.79 3.19
Company/ entity with which the Promoters have disassociated themselves in the last three
years
There is no company or any other entity from which promoters have disassociated themselves during
the last three years.
Common Pursuits
There are no common pursuits between the Company and any of the ventures promoted by the
promoters except for Yerramilli Chemicals Private Limited whose objects contain the manufacture of
chemicals. However, this company is yet to commence active operations.
There have been no sales or purchases between companies in the Group exceeding in value in the
aggregate 10% of the total sales or purchases of the Company, except those transactions mentioned
under the section titled “Financial Information” on page [•] under the head ‘Related party
Transactions.’
There have been no changes in accounting policies in the last three years except as stated in section
titled “Financial Information” beginning on page [•].
144
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
You should read the following discussion of the financial condition and results of operations together
with the audited financial statements for the FY 2003, 2004, 2005 2006 & 2007 including the
Annexure and Notes thereto and the Reports thereon, which appear in this DRHP. These financial
statements are prepared in accordance with Indian GAAP, the Companies Act, and the SEBI (DIP)
Guidelines as described in the Auditors’ Report of M/s. Avadhani & Co., dated 26 July, 2007 in the
section with the title ‘Financial Information’.
Business Overview
Alkali Metals was incorporated on 17 April, 1968 in a joint venture with APIDC. Founded by
Dr.Y.V.S.Murty, the Company commenced the production of sodium metal, with an installed
capacity of 125 MT. There were only a few manufacturers of sodium metal at that time and the
technology was not available easily. The Company developed the technology for sodium metal based
on in - house R & D capabilities and this was an achievement, considering various hazards in the
development and manufacture of the same. The Company has the distinction of developing
technology for the manufacture of Nuclear Grade sodium metal for usage in fast breeder nuclear
reactors for power generation.
The Company developed technologies for several derivatives based on sodium metal, picoline and
various other cyclic compounds.
Manufacture of sodium metal is power intensive. With increasing power tariffs, imported sodium
metal became more attractive compared to the cost of indigenous production. The Company
diversified and built its product portfolio which can be classified into the following three categories:
i. Sodium derivatives.
ii. Pyridine derivatives.
iii. Fine chemicals.
The Company has further developed 246 products in the aforesaid categories.
The Company manufactures products on bulk and regular basis, campaign basis and on contract
manufacturing basis for international customers. Technology for these products was developed in –
house which is an achievement considering hazardous process chemistry involved in the
development and manufacture of the same. The Company developed suitable systems to ensure safe
and smooth functioning of the plants and has got the necessary accreditions.
Currently, the Company has two manufacturing facilities, Unit I and II, ISO 9001: 2000 and ISO
14001:2004 certified, with installed capacities of 2,200 MT and 1,250 MT respectively. While Unit I
is engaged in the manufacture of sodium derivatives, organo alkali metallics, tetrazoles, amino
pyridines and caters to the domestic market, Unit II, a 100% EOU is engaged in the manufacture of
pyridine derivatives, cyclic compounds and fine chemicals. These products find wide application and
use in various industries like the pharma, agro based products, pesticides, explosives, bio
technology products and electroplating chemicals.
The Company now proposes to set up a manufacturing facility for APIs at Jawaharlal Nehru Pharma
City, Parwada, Visakhapatnam, for which it has already acquired land admeasuring 16.42 acres.
The Techno economic viability of the proposed project has been studied by APITCO.
The Company is also currently implementing an expansion plan in its Unit II to enhance the total
existing capacity of both units from the current level of 3450 MT to 4500 MT. This is expected to be
completed by FY 2007-2008. The Company has estimated the cost of the expansion to be around
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Rs.191.40 Mn, funded out of term loan sanctioned by State Bank of India and internal cash
accruals.
The Directors of the Company confirm that in their opinion, no circumstances have arisen since the
date of the last financial statements as disclosed in the Draft Red Herring Prospectus, which
materially and adversely affects or is likely to affect the Company’s business or profitability, or value
of its assets, or its ability to meet its liabilities within the next twelve months.
However, the Company has, post FY ended 31 March, 2007, issued bonus shares in the ratio of
15:100, increasing the paid up capital to Rs.6.94 Million.
The details of existing installed capacities and utilisation thereof, are given below:
(In MT)
Year 2004-05 2005-06 2006-07
Product Installed Capacity Installed Capacity Installed Capacity
Capacity Utilisation Capacity Utilisation Capacity Utilisation
Sodium Metal Derivatives 2000 60% 2500 67% 2700 66%
Amino Pyridines 500 41% 500 27% 500 24%
Fine Chemicals 1500 4% 200 38% 250 5%
Capacity utilisation 57% 57% 56%
aggregate
The process operations are of batch / semi – continuous type. Moreover, the process plants of this
kind need to have higher capacities built in to meet:
The capacity utilisation in fine chemicals depends on the customers’ requirement of products from
cGMP or FDA certified companies. Since, there was a spurt in the FY 2006 – 07, of the FDA
approved facilities in India, customers had opportunity to source their materials from them rather
than the Company.
The fine chemicals that end up as medicines are termed bulk drugs/ APIs. To exploit the emerging
market opportunities, the Company decided to expand the product portfolio and manufacturing
capacities. For this, the Company is expanding the existing product line and also proposes to get
into the manufacture of APIs. This is a natural extension of the existing activity of the Company
being, manufacture of fine chemicals. This supports the Company’s plan to set up its own API
manufacturing facility, in compliance with FDA norms.
Discussion on Results of Operation:
The following discussion on results of operations should be read in conjunction with the audited
Financial results of the Company for the years ended 31 March, 2003, 2004, 2005, 2006 & 2007.
The Company’s future results of operations could be affected potentially by the following factors:
146
• Increase in the prices of raw materials both in domestic and international markets.
• Foreign exchange rate fluctuations could have an impact on its input costs, especially the
cost of sodium that is imported from China.
• Continued availability of tax holidays, especially under Section 10B of the I.T. Act, 1961,
which is due to expire next financial year.
• Company’s ability to successfully implement their marketing, business and growth strategies.
• Changes in the regulations / regulatory framework / economic policies in India and / or in
foreign countries.
Results of Operations:
The table below sets forth various line items from the audited financial statements for fiscal 2004,
(Rs. in Mn.)
PARTICULARS 31 March, 31 March, 31 March, 31 March,
2004 2005 2006 2007
INCOME
Net Sales 423.57 381.98 656.30 600.10
Other Income 2.80 2.42 2.31 1.21
Increase/(Decrease) in Stock 0.08 22.48 -9.24 38.69
Total Income 426.45 406.88 649.37 640.00
EXPENDITURE
Raw material consumed 200.77 180.87 300.63 353.26
As % of Total Sales 47.39 47.35 45.80 58.86
Other Manufacturing Cost 62.82 70.73 75.24 74.72
As % of Total Sales 14.83 18.51 11.64 12.45
R & D Cost 19.86 19.43 27.71 19.28
As % of Total Sales 4.69 5.09 4.22 3.21
Administrative and Other 53.65 58.58 70.88 71.04
Expenses
As % of Total Sales 12.67 15.34 10.80 11.84
Profit before Interest, 89.35 77.20 174.91 121.70
Depreciation and Tax
As % of Total Sales 21.10 20.21 26.65 20.27
Depreciation 9.64 11.28 12.81 16.87
As % of Total Sales 2.28 2.95 1.95 2.81
Financial Expenses 8.38 11.28 17.8 20.29
As % of Total Sales 1.98 2.95 2.71 3.34
Net Profit Before Tax 71.33 54.64 144.30 84.54
As % of Total Sales 16.84 14.30 21.99 14.09
Net Profit After Tax 63.34 47.05 132.99 76.05
As % of Total Sales 14.95 12.32 20.26 12.67
2005, 2006 and 2007, as a percentage of total income.
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Income
The trend of net sales (export and domestic) for the past 4 years is given below:
(Rs. in Mn)
Particulars Year ended Year ended Year ended Year ended
31 March 2004 31 March 2005 31 March 2006 31 March 2007
Sales As % to Sales As % to Sales As % to Sales As %
Amount Total Amount Total Amount Total Amount to
Sales Sales Sales Total
Sales
Domestic
Sales
Sodium 101.42 23.95 78.91 20.65 190.90 29.08 215.20 35.86
Derivatives
Amino 53.87 12.72 50.68 13.27 34.97 5.32 28.48 4.75
Pyridines
Fine 32.90 7.76 9.68 2.54 68.87 10.50 60.36 10.05
Chemicals &
Others
Total (a) 188.19 44.43 139.27 36.46 294.74 44.90 304.04 50.66
Export Sales
Sodium 140.78 33.23 136.03 35.61 240.69 36.67 210.14 35.02
Derivatives
Amino 60.20 14.21 64.47 16.88 52.67 8.03 61.81 10.30
Pyridines
Fine 34.40 8.13 42.21 11.05 68.20 10.40 24.11 4.02
Chemicals &
Others
Total (b) 235.38 55.57 242.71 63.54 361.56 55.10 296.06 49.34
Total Sales 423.57 100.00 381.98 100.00 656.30 100.00 600.10 100.00
(a+b)
During FY 2007, the Company was able to command better sales volume and price realisation for
sodium derivatives and better export value for amino pyridines, compared to previous year. However,
the decrease in the total sales value during FY 2007 vis – a – vis FY 2006, is mainly attributable to
the performance in the fine chemicals segment. Fine chemicals are low volume and high value
products having a fluctuating demand and off take. The production and the capacity utilisation in
fine chemicals depend on the customers’ requirement of products, which is generally preferred from
cGMP or FDA certified companies. During FY 2006 – 07, there was a spurt of FDA approved facilities
in India and customers had an opportunity to source these materials from them rather than the
Company. These resulted in a lower production of fine chemicals and hence lower sales value.
Expenditure:
148
Other Manufacturing Costs:
Though there has been a slight reduction in the other manufacturing costs which include Power,
fuel, repairs, maintenance etc., the effect was absorbed by the reduction in the sales value. This cost
stood at 12.45% and 11.64% of sales for FY 2007 and FY 2006 respectively.
R & D expenses:
There was a reduction in R & D costs incurred during the FY 2007 compared to FY 2006 by about
8 Mn. The expenditure on R & D is programme specific and does not have a direct bearing on the
sales.
During FY 2007, the administrative and other expense was 11.84% of sales as against 10.80%
during FY 2006. An increase in the employee cost due to training and safety expenses incurred
during the year coupled with savings due to optimum utilisation of resources by the Company such
as communication, transportation and other common utilities led to a marginal increase in the cost
of administrative and other expenses.
During FY 2007, the Company recorded PBIDT of 20.27% as against 26.65% during FY 2006. The
dip in the operating profit is attributable to lower turnover recorded during the year compared to FY
2006 in the fine chemicals segment, which in turn was governed by the reduction in demand of
customers in that year. The demand pattern was influenced by the increase in cGMP and FDA
approved units in India during the year from whom the customers chose to source their
requirements.
Depreciation:
Depreciation on fixed assets was 2.81% of total sales during FY 2007 as compared to 1.95% during
FY 2006. The Company added assets to the Plant & machinery and R&D wing because of which the
depreciation increased as compared to previous year.
Financial Expenses:
Financial expenses accounted to 3.34% of total sales as against 2.71% in the year 2006. The
increase is attributed to increase in the utilisation of working capital and frequent upward revision
of interest rates during the year.
During FY 2007, the Company recorded PAT of 12.67% as against 20.26% during FY 2006. Though
there has not been much of an increase in the expenditure for the year and the Company has
sustained its practice of selling more than 95% of its production, the drop in sales value in the fine
chemicals segment has had an impact on the profit after tax.
There was an increase of 465 MT in sales quantity for FY 2006 as the Company recorded sales of
1881 MT against sales of 1416 MT for FY 2005. The turnover for FY 2006 was Rs.656.30 Mn a jump
of 60% compared to that of FY 2005. The increase in sales was due to increased demand of fine
chemicals, which are small volume and high value products. This also enhanced the capacity
utilisation in this segment. Increased production and sales of sodium derivatives also boosted the
growth in sales.
149
Expenditure:
Raw material:
The raw materials consumption was 45.80 % of sales during FY 2006 as against 47.35% during FY
2005 as a result of higher sales realisation that absorbed the increase in the cost of consumption of
raw materials.
Other manufacturing costs which include Power, fuel, repairs, maintenance etc., were 11.64% and
18.51% of sales during FY 2006 and FY 2005 respectively. Though there has been a marginal
increase in the quantum of costs incurred on stores, maintenance of the Plants and other assets,
rent and insurance, the increase in sales value has absorbed the impact of these increased costs.
R & D cost:
There was an increase in R & D costs incurred during the FY 2006 compared to FY 2005 by about 8
Mn. The expenditure on R & D is programme specific and does not have a direct bearing on the
sales.
During FY 2006, the cost of administrative and other expenses was 10.80% of total sales as against
15.34% during FY 2005. While these costs went up due to higher manpower and freight costs, the
impact was absorbed by increase in sales.
During FY 2006, the Company recorded PBIDT of 26.65% as against 20.21% in the year 2005. The
increase in operational profit is attributable to the increase in the demand of fine chemicals and
hence, increases in sales. Increase in the sales volume of sodium derivatives also boosted the profit
margin.
Depreciation:
Depreciation on fixed assets was 1.95% of total sales during FY 2006 as compared to 2.95% during
FY 2005. Though there was an increase in the depreciation provided during the year due to the
increase in the fixed asset base, the increase was absorbed by the increase in the sales turnover
during FY 2006.
Financial Expenses:
Financial expenses accounted to 2.71% of total sales during FY 2006 as against 2.95% during FY
2005. There was an increase in the financial expenses in view of higher working capital utilization
proportionate to the increased sales turnover during that year.
During FY 2006, the Company recorded a PAT of 20.26% as against 12.32% of sales value during
FY 2005. This is attributable to the increase in the sales revenue and tax savings on export profits.
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Comparison of Fiscal 2005 with Fiscal 2004
There was a decrease of 59 MT in sales quantity during FY 2005 as the Company recorded sales of
1416 MT against sales of 1475 MT during FY 2004. Also, there was a reduction in the selling prices,
resulting in lower sales realisation.
Expenditure:
Raw material:
The raw materials consumption was 47.35 % during FY 2005 as against 47.39% of sales during
FY 2004.
Other manufacturing costs which include Power, fuel, repairs, maintenance etc., was 18.51% and
14.83% of sales during FY2005 and FY2004 respectively. The increase in these costs was because of
yearly increase in the fixed costs such as maintenance of the Plants and other assets, rent and
insurance.
R & D cost:
During FY 2005, the administrative and other expenses were 15.34% of sales as against 12.67%
during FY 2004. The increase was due to increase in employee and freight costs.
During FY 2005, the PBIDT was 20.21% of sales as against 21.10% during FY 2004 due to lower
sales realisation.
Depreciation:
Depreciation on fixed assets was 2.95% of sales for FY 2005 as compared to 2.28% for FY 2004. In
view of addition of machinery during the year 2005, the depreciation is increased proportionately.
Financial Expenses:
Financial expenses accounted for 2.95% of sales during FY 2005 as against 1.98% in the year 2004
in view of higher working capital utilization.
During the year 2005, the Company recorded a PAT of 12.32% of sales as against 14.95% in the year
2004 due to lower sales realisation.
There have been no unusual or infrequent transactions that have taken place.
151
2. Significant economic changes that materially affected or are likely to affect income from
continuing operations.
Volatility in Foreign exchange rates may have an inflationary effect on cost of imports. However,
since the Company’s export is almost 50% of their turnover, any inflationary effect on imports
will be offset by higher realization on exports.
3. Known trends or uncertainties that have had or are expected to have a material adverse
impact on sales, revenue or income from continuing operations.
Apart from the risks factors disclosed in this DRHP, there are no other trends or uncertainties
that have had or are expected to have a material adverse impact on sales, revenue or income
from continuing operations.
4. Future changes in relationship between costs and revenues, in case of events such as
future increase in labour or material costs or prices that will cause a material change are
known.
The Company’s future costs and revenues will be determined by demand/supply situation,
government policies and availability of raw materials and prices thereof.
5. Extent to which material increases in net sales or revenue are due to increased sales
volume, introduction of new products or services or increased sales prices.
Material increase in revenue from operations has been due to the introduction of new products
in the fine chemicals segment, which have a fluctuating demand and off take. It has also been
due to better sales realisation of sodium and pyridine derivatives.
6. Total turnover of each major industry segment in which the issuer company operated.
The Company has not announced any new product and segment, other than through this DRHP.
The Company plans to set up a manufacturing facility for APIs at Jawaharlal Nehru Pharma
City, Parwada, Visakhapatnam, for which the IPO is proposed.
The % of contribution of the Company’s customers and suppliers vis – a – vis the total sales and
purchases respectively, during the last three financial years is given:
152
The Company’s pricing strategy is governed by the demand – supply position and also the ruling
market prices from time to time. Most of the products manufactured by the Company are supplied to
pharma companies. The Company has maintained cordial relations with its customers and has, over
a period of time, built a heterogeneous customer base, thereby nullifying any chances of significantly
depending on a single or few customers for its revenue streams.
The Company sources its raw materials both from the domestic and international markets. Sodium
is available only in international markets in China and US. The Company imports it from China due
to the geographical proximity to India and also its availability there at competitive prices.
Competitive conditions are as described under the sections titled “Industry Overview” and
“Business Overview” on page [●] of this DRHP.
153
SECTION VI: LEGAL AND OTHER INFORMATION
Save and except as stated herein, there are no outstanding litigations, suits, criminal or civil
prosecutions, potential disputes, labour disputes, bargains and demands, investigations, Central /
State Government claims or inquiries, proceedings or tax liabilities, overdues to banks/ financial
institutions, defaults against banks/ financial institutions, proceedings initiated for economic/civil/
any other offences (including past cases where penalties may or may not have been awarded and
irrespective of whether they are specified under paragraph (I) of Part I of Schedule XIII of the
Companies Act) other than unclaimed liabilities of the Company or its Group Companies or its
promoters or its directors and there are no defaults of non-payment of statutory dues against the
Company including under the excise, customs, sales tax, income tax and service tax, and no
disciplinary action has been taken by SEBI or any stock exchanges against the Company.
Contingent liabilities:
The Company has filed its income tax returns till the Assessment Year 2005-06. There are no
proceedings pending against the Company by the Income Tax Department and the Company is not
disputing any tax demand.
FY 1997-98
The company filed income tax return on 23.11.1998 showing income of Rs 41,31,163 before
Additional Commissioner of Income tax, Circle 1(1), Hyderabad. The assessing officer completed
assessment determining taxable income of Rs 64,07,060 by disallowing the following claims.
(in Rs.)
Details of Total claim Amount Amount Reason for disallowance Income tax
claim allowed disallowed involved
Deduction 58,87,823 36,11,923 22,75,900 Non inclusion of Excise 67,340
u/s 80HHC and sales tax in the total
turnover for purposes of
deduction
The company preferred an appeal before Commissioner of Income tax (Appeals –II) vide appeal no.
ITA No. 107/CIT(A)-II/01-02 dt. 10.5.2001. CIT(Appeals) allowed the appeal in favour of the
company vide order dt. 27.11.2001. The Income tax department appealed against the said order
before ITAT, Hyderabad vide their appeal no. 3/Hyd/2002 dt. 08.02.2002. The ITAT dismissed the
appeal by the Income tax department vide their order dated 27.05.2005. The department filed an
appeal before High Court of A.P. vide their appeal no. ITTA No. 686 of 2005. Case is pending for
hearing.
FY 1999-2000
The company filed income tax return on 30.11.2000 showing income of Rs 1,30,70,891 before
Deputy Commissioner of Income tax, Circle 1(1), Hyderabad. The assessing officer completed
assessment determining taxable income of Rs 1,55,15,350 by disallowing the following claims.
154
(In Rs.)
Details of Total claim Amount Amount Reason for disallowance Income tax
claim allowed disallowed involved
Deduction 1,34,95,880 72,68,706 62,27,174 1. Non inclusion of Excise 51,89,528
u/s 80HHC and sales tax in the total
turnover for purposes of
deduction.
2. Deduction on export
incentives.
3. MAT credit is not
considered.
The company paid the tax demand and preferred an appeal before Commissioner of Income tax
(Appeals –II) vide appeal no. ITA No. 0273/CIT(A)-II/04-05 dt. 27.01.2005. CIT(Appeals) partly
allowed the appeal in favour of the company vide order dt. 18.02.2005. The Company appealed
against the said order before ITAT, Hyderabad vide appeal no. 264/Hyd/05 dt. 04.04.2005. Case is
pending for hearing.
The Income tax department also filed an appeal no. 478/Hyd/05 dt. 29.04.2005 before ITAT,
Hyderabad against the grounds allowed by the Commissioner of Appeals. The ITAT, Hyderabad
dismissed the department’s appeal vide their order no. ITA No. 478/Hyd/05 dt. 23.04.2007.
FY 2000-01
The company filed income tax return on 30.10.2001 showing income of Rs 89,29,114 before Deputy
Commissioner of Income tax, Circle 1(1), Hyderabad. The assessing officer completed assessment
determining taxable income of Rs 5,00,83,873 by disallowing the following claims.
(In Rs.)
Details of Total claim Amount Amount Reason for disallowance Income tax
claim/addition allowed disallowed/ involved
added
Deduction u/s 1,84,49,927 1,95,35,574 -10,85,647 1. Non inclusion of 2,48,20,438
80HHC Excise and sales tax in
the total turnover for
purposes of deduction.
2. Excess deduction in
view of addition of
export incentives to the
income.
The company preferred an appeal before Commissioner of Income tax (Appeals –II) vide appeal no.
ITA No. 0048/CIT(A)-II/04-05 dt. 16.04.2004. CIT(Appeals) partly allowed the appeal in favour of the
company vide order dt. 07.09.2004. The Company paid the tax of Rs 91,89,629 against the
consequential order dt. 02.11.2004 and appealed against the said order before ITAT, Hyderabad vide
appeal no. 1121/Hyd/04 dt. 24.11.2004. Case is pending for hearing.
The Income tax department also filed an appeal no. ITA No. 1154/H/04 dt. 6.12.04 before ITAT,
Hyderabad against the grounds allowed by the Commissioner of Appeals. The ITAT, Hyderabad
155
dismissed the department’s appeal vide their order no. ITA No. 1154/H/04 dt. 30.08.2005. The
Income tax department appealed against the ITAT order before High Court of A.P. vide their appeal
no. ITTA No. 586/2006. Case is pending for hearing.
FY 2001-02
The company filed income tax return on 29.10.2002 showing income of Rs 2,10,87,909 before
Deputy Commissioner of Income tax, Circle 1(1), Hyderabad. The assessing officer completed
assessment determining taxable income of Rs 3,32,74,711 by disallowing the following claims.
(In Rs.)
Details of Total claim Amount Amount Reason for disallowance Income tax
claim allowed disallowed involved
Deduction 3,00,15,367 1,63,62,167 1,36,53,200 1. Non inclusion of 71,74,417
u/s 80HHC Excise and sales tax in
the total turnover for
purposes of deduction.
2. Deduction on export
incentives.
The company paid the tax demand and preferred an appeal before Commissioner of Income tax
(Appeals –II) vide appeal no. ITA No. 273/CIT(A)-II/04-05 dt. 27.01.05 CIT(Appeals) partly allowed
the appeal in favour of the company vide order dt. 18.02.2005. The Company appealed against the
said order before ITAT, Hyderabad vide appeal no. 265 dt. 04.04.2005. Case is pending for
hearing.
The Income tax department also filed an appeal no. 479/Hyd/05 dt. 29.04.2005 before ITAT,
Hyderabad against the grounds allowed by the Commissioner of Appeals. The ITAT, Hyderabad
dismissed the department’s appeal vide their order no. ITA No. 479/Hyd/05 dt. 23.04.2007.
FY 2002-03
The company filed income tax return on 28.11.2003 showing income of Rs 2,36,35,693 before
Deputy Commissioner of Income tax, Circle 1(1), Hyderabad. The assessing officer completed
assessment determining taxable income of Rs 4,58,20,688 by disallowing the following claims.
(In Rs.)
Details of Total claim Amount Amount Reason for Income tax
claim/addition allowed disallowed/ disallowance/ involved
addition addition
Deduction u/s 2,48,41,321 1,35,03,610 1,11,88,121 1. Non inclusion of 1,10,30,021
80HHC Excise and sales tax in
the total turnover for
purposes of deduction.
2. Deduction on export
incentives.
3. Inclusion of Job work
income in total sales.
The company paid a part of the tax demand and preferred an appeal before Commissioner of Income
tax (Appeals –II) vide appeal no. ITA No. dt. 29.12.2005. CIT(Appeals) partly allowed the appeal in
156
favour of the company vide order dt. 25.01.2007 The Company appealed against the said order
before ITAT, Hyderabad on 12.02.2007. Case is pending for hearing.
The Income tax department also filed an appeal no. 540/H/07 dt. 26.04.2007 before ITAT,
Hyderabad against the grounds allowed by the Commissioner of Appeals. Case is pending for
hearing.
FY 2003-04
The company filed income tax return on 29.10.2004 showing income of Rs 1,67,08,288 before
Deputy Commissioner of Income tax, Circle 1(1), Hyderabad. The assessing officer completed
assessment determining taxable income of Rs 5,79,36,430 by disallowing the following claims.
(In Rs.)
Details of Total claim Amount Amount Reason for Income tax
claim/addition allowed disallowed/ disallowance/ involved
Addition addition
Deduction u/s 38,56,887 15,14,191 23,42,696 1. Non inclusion of 1,95,80,578
80HHC Excise and sales tax
in the total turnover
for purposes of
deduction.
2. Deduction on
export incentives.
3. Inclusion of Job
work income & other
receipts in total sales.
The company paid a part of the tax demand and preferred an appeal before Commissioner of Income
tax (Appeals –II) vide appeal on 22.01.2007. Case is heard and order is awaited.
Pertaining to FY 2002-03
The company filed income tax return on 28.11.2003 showing income of Rs 2,36,35,693 before
Deputy Commissioner of Income tax, Circle 1(1), Hyderabad. The assessing officer completed
assessment determining taxable income of Rs 4,58,20,688 by disallowing the following claims.
(In Rs.)
Details of Total claim Amount Amount Reason for Income tax
claim/addition allowed disallowed/ disallowance/ Liability not
addition Addition provided for
Deduction u/s 2,48,41,321 1,35,03,610 1,11,88,121 1. Non inclusion of 39,05,446
80HHC Excise and sales tax
in the total turnover
for purposes of
deduction.
2. Deduction on
157
export incentives.
3. Inclusion of Job
work income in total
sales.
The company paid a part of the tax demand and preferred an appeal before Commissioner of Income
tax (Appeals –II) vide appeal no. ITA No. dt. 29.12.2005. CIT(Appeals) partly allowed the appeal in
favour of the company vide order dt. 25.01.2007 The Company appealed against the said order
before ITAT, Hyderabad on 12.02.2007. Case is pending for hearing.
The Income tax department also filed an appeal no. 540/H/07 dt. 26.04.2007 before ITAT,
Hyderabad against the grounds allowed by the Commissioner of Appeals. Case is pending for
hearing.
Pertaining to FY 2003-04
The company filed income tax return on 29.10.2004 showing income of Rs 1,67,08,288 before
Deputy Commissioner of Income tax, Circle 1(1), Hyderabad. The assessing officer completed
assessment determining taxable income of Rs 5,79,36,430 by disallowing the following claims.
(In Rs.)
Details of Total claim Amount Amount Reason for Income tax
claim/addition allowed disallowed/ disallowance/ Liability not
Addition addition provided for
Deduction u/s 38,56,887 15,14,191 23,42,696 1. Non inclusion of 1,35,80,578
80HHC Excise and sales tax in
the total turnover for
purposes of deduction.
2. Deduction on export
incentives.
3. Inclusion of Job work
income & other receipts
in total sales.
The company paid a part of the tax demand and preferred an appeal before Commissioner of Income
tax (Appeals –II) vide appeal on 22.01.2007. Case is heard and order is awaited.
Litigations / Disputes involving Securities related offences, including penalties imposed by SEBI or
any other securities market regulator in India or abroad - NIL
158
Litigations involving statutory or other offences, including penalties imposed by any regulatory
authority in India or abroad (present or past) - NIL
Litigation in the nature of winding up petitions/ liquidation/ bankruptcy / closure filed by / against
the Company: NIL
The Company has no dues payable to SSIs outstanding for a period of more than 30 days, as on
31 March, 2007.
Others:
There have been no defaults and there are no over dues in respect of bonds, debentures and fixed
deposits (placed through public or private placement) and arrears in respect of cumulative reference
shares or any other liabilities as on current date.
No disciplinary action/investigation has been taken by the Securities and Exchange Board of India
(SEBI)/ Stock Exchanges against the Company, its Directors, Promoters and their other business
ventures (irrespective of the fact whether or not they fall under the purview of Sec 370 (1B) of the
Companies Act, 1956.
There are no past cases in which penalties were imposed by the concerned authorities on the
Company or its Directors.
The Company, its promoters, Directors or any of the Company’s Associates or Group companies or
other ventures of the promoters and companies with which the directors of the Company are
associated as directors or promoters have not been prohibited from accessing the capital markets
under any order or direction passed by SEBI and no penalty has been imposed at any time by any of
the regulators in India or abroad.
No penalties were ever imposed by SEBI or any other regulatory body in India or abroad.
There are no litigations against any other company whose outcome could have materially adverse
effect on the position of Alkali Metals including disputed tax liabilities, prosecution under any
enactment in respect of Schedule XIII to the Companies Act, 1956 (1 of 1956) etc.,
There are no pending litigations in which the promoters are involved. Further, no defaults were
made to the financial institutions/ banks, non-payment of statutory dues and dues towards
instrument holders like debenture holders, fixed deposits, and arrears on cumulative preference
shares by the promoters and the companies/ firms promoted by the promoters.
Further, there are no litigations against the promoter involving violation of statutory regulations or
alleging criminal offence.
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There are no Pending proceedings initiated for civil / economic offences against the promoters.
There are no pending litigations, defaults, non payment of statutory dues, proceedings initiated for
economic offences/ civil offences (including the past cases, if found guilty). Further, no disciplinary
action was taken by the SEBI/ stock exchanges against the promoters and their other business
ventures (irrespective of the fact whether they are companies under the same management with the
issuer company as per section 370 (1B) of the Companies Act, 1956).
There are no pending litigations against the directors involving violation of statutory regulations or
alleging criminal offence.
There are no pending proceedings initiated for civil / economic offences against the directors.
There are no pending litigations, defaults, non payment of statutory dues, proceedings initiated for
economic offences/ civil offences (including the past cases, if found guilty), any disciplinary action
taken by the SEBI / stock exchanges against the issuer company or its Directors.
Save and except as stated below, there are no criminal, securities, statutory or other litigations
against any of the Group / Associate Companies. There are no outstanding litigations, disputes,
defaults in dues towards instrument holders like debenture holders, fixed deposits, arrears in
cumulative preference shares penalties including tax liabilities economic offence, criminal/civil
prosecutions for any offence irrespective of whether specified under any enactment in paragraph (1)
of Part (1) of schedule XIII of Companies Act 1956 against the Group companies / Associate
Concerns promoted by the Promoters of Alkali Metals.
There are no outstanding litigations, defaults, etc., pertaining to matters likely to affect operations
and finances of the Company including disputed tax liabilities, prosecution under any enactment in
respect of Schedule XIII to the Companies Act, 1956 (1 of 1956).
Balaji Agro Industries Limited had acquired the assets of Nagarjuna Drugs Ltd on 31 October, 2003
from APIDC (u/Sec 29 of the SFC Act). As per the said Sale Deed executed by APIDC, the assets are
supposed to be free from encumbrances. However, after acquisition, Balaji Agro Industries Limited
had received the following notices:
(a) PF order u/Sec 7A dt 27.5.2003 for non payment of PF from July 2000 to Dec 2002.
(b) AP Central Power Distribution Company demand notice dt.23 November, 2002 for Rs.
1.80,407 as electricity dues.
(c) Attachment of immovable property dt. 10 September, 2003 by Income Tax Department for
recovery of Rs. 2,514,125 from NDL, attaching the property situated at Bonthapally Village,
Medak District.
(d) Excise demand notice dt. January 20, 2004 issued by Excise Dept for Rs. 31,096. The
department has also attached the 3 reactors of Nagarjuna Drugs vide its attachment order
dated 21 October, 2005. In response to this attachment order, Balaji Agro Industries Limited
filed a writ petition against this order of attachment at the AP High Court, vide WP MP No:
31168 of 2005 in WP No: 24261 of 2005. The AP High Court, vide its order dt 14 November
2005, granted interim stay on the matter and also directed that Balaji Agro Industries Limited
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shall not alienate the seized assets till further orders. As on date, the writ petition has not
been disposed of.
Balaji Agro Industries Limited has issued notices to each of these departments stating that it is
not liable for the liability incurred by the previous owner and the company has purchased the
same in the bid from APIDC u/section 29. The company has not received any notice again till
date.
Balaji Agro Industries Limited has sent a notice to APIDC on 8 March, 2004 asking APIDC to
settle these dues. This has been followed by reminder letters written by Balaji Agro Industries
Limited to APIDC vide letters dated 25 March, 2004 and 12 May, 2004. No reply has been
received from APIDC on this till date.
The promoters, their relatives (as per Companies Act, 1956), the Company, group companies,
associate companies are not named as willful defaulters by RBI/ government authorities and there
are no violations of securities laws committed by them in the past or pending against them.
There are no defaults made by the Company and there is no any reschedulement of payment of
loans.
Penalties:
There are no penalties levied; show-cause notices issued by the Reserve Bank of India/Income Tax
/Pension Authorities/ Sales Tax/Commissioner of Employees Provident Fund/any other regulatory
authority on the Company or on its promoters and directors.
2. MATERIAL DEVELOPMENTS
In the opinion of the Board of Directors, there has not arisen, since the date of the last financial
statements disclosed in this DRHP, any circumstance that materially or adversely affect or are likely
to affect the profitability of the Company and its subsidiaries taken as a whole or the value of their
consolidated assets or their ability to pay their material liabilities within the next twelve months.
However, the Company has, post FY ended 31 March, 2007, issued bonus shares in the ratio of
15:100, increasing the paid up capital to Rs.6.94 Million.
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GOVERNMENT APPROVALS
The Company has received all the necessary licences, approvals, consents and permissions from the
Government / RBI and various agencies required for carrying its current business. Except for
pending approvals as stated herein, the Company can undertake all its present activities and
activities proposed to be undertaken in the section titled ‘Objects of the Issue’ detailed on page no.
[•] of this DRHP.
A. GENERAL APPROVALS.
1. Registration no. 01 - 00196 dated 17 April, 1968 by RoC for Certificate of incorporation, CIN
No. U99999AP1968PLC001196.
2. PAN - AABCA7302B issued by Income Tax department
3. TAN - HYDA03461D issued by Income Tax department
4. Registration with the Provident Fund Department vide registration no: AP/HY/3562 dated
1 April, 1972
5. Registration no. 28950263259 of Andhra Pradesh VAT.
6. Registration no. SEC/07/1/1318/1969-70 under Central Sales Tax dated 31 March, 1970,
valid from 1 August, 1968 till cancelled.
7. Certificate of registration as an Importer / Exporter vide registration number 0989004881
dated 12 December, 1989 and endorsed for Unit II vide their certificate dated 21 October,
2003.
8. Registration no. ML/REG/A1001/2005 dated 1 September, 2005 valid up to 31 August,
2008 for Certificate of registration as an Exporter under Spices Board (Registration of
Exporters) Regulations, 1989
9. Registration no. 14/87-88 dated 19 October, 1987 under AP Professional Tax.
10. ISO Registration: ISO 9001: 2000 – original approval date 31 October, 1995. Present one
issued on 28 February, 2005 valid till 9 February, 2008. ISO 14001: 2004 – original approval
date 18 September, 2000. Present one issued on 8 March, 2007 valid till 18 January, 2010.
11. Recognition of in house R&D Unit under Sec 35(2AB) of the I.T. Act - The Department of
Scientific & Industrial Research, under the Ministry of Science & Technology has granted
approval to the in house R&D Unit of the Company till 31 March, 2006. This has been
subsequently renewed vide letter of the Ministry, vide letter no: TU / IV-RD/ 2127/2006
dated 11 May, 2006 till 31 March, 2009.
B. APPROVALS – UNIT I
1. Licence no. 43819 dated 10 July, 2000 to work the Factory under the Factories Act, 1948
and valid till duly cancelled.
2. Registration no. APPCB/HYD/KTN/78/RO/2004/A/39 – 1795 dated 31 May, 2004 for
Consent Order to operate the industrial plant in the Air Pollution control areas under Section
21 of Air(Prevention & Control of Pollution) Act, 1981 valid up to 31March, 2007. Application
dated 23 February, 2007 submitted for renewal.
3. Registration no. APPCB/HYD/KTN/78/RO/W/2004/39 – 1794 dated 31 May, 2004 for
Consent Order to operate the industrial plant to discharge effluent from certain outlets under
Section 25/26 of Water(Prevention & Control of Pollution) Act, 1974 valid up to 31 March,
2007. Application dated 23 February, 2007 submitted for renewal.
4. Registration no. APPCB/ZOH/HWM/2003-824 dated 5 June, 2003 for Grant of authorization
for occupier or operator handling hazardous wastes under Rule 3(C) & 5(5) of The Hazardous
Wastes (Management and Handling) Rules, 1989 valid upto 31 March, 2007. Application
dated 23 February, 2007 submitted for renewal.
5. Registration no. P/HQ/AP/15/971(P4434) dated 5 January, 2006 for storage of Petroleum
Class A, B & C (in bulk) under Petroleum and Explosives Safety Organisation (PESO) –
Formerly Department of Explosives – Petroleum Products, valid up to 31 December, 2008.
6. Registration no. G/SC/AP/06/1538 dated 27 July, 2005 for Approval in storage of gas
cylinders under Gas Cylinder Rules, 2004, valid up to 30 September, 2007.
7. Registration no. AABCA7302BXM001 dated 31/12/2001 to register as a manufacturer under
Central Excise Act.
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8. Registration no. AABCA7302BST002 dated 14-06-2005 under Service Tax for Transport of
goods by road.
9. Registration no. 52-0913-34 under the ESI Act.
10. HT agreement dated 2 September, 2005 for maximum load of 700KVA with Central Power
Distribution Company of AP Ltd under Electricity Board.
11. Registration under Section 7 (2) of the Contract Labour Regulation Act vide registration no:
CLR / 80 /91 dated 11 June, 1991.
C. APPROVALS – UNIT II
1. License no. 41859 dated 18 September, 2000 to work the Factory under the Factories Act,
1948.
2. Certificate of registration as an Importer / Exporter vide registration number 0989004881
dated 12 December, 1989 and endorsed vide their certificate dated 21 October, 2003.
3. Registration no. AABCA7302BST001 dated 8 June, 2005 under Service Tax for Transport of
goods by road being under 100% EOU.
4. Export House Status granted by DGFT vide certificate No: A002798 dated 3 July, 2007. The
said certificate is valid from 1April, 2007 till 31 March, 2009.
5. Consent Order no. 142-RR-II-/PCB/ZOH/CFO/2007-549 dated 15 June, 2007 to operate the
industrial plant in the Air Pollution control areas under Section 21 of Air (Prevention &
Control of Pollution) Act, 1981 valid up to 31 March, 2011.
6. Consent Order no. 142-RR-II-/PCB/ZOH/CFO/2007-549 dated 15 June, 2007 to operate the
industrial plant to discharge effluent from certain outlets under Section 25/26 of
Water(Prevention & Control of Pollution) Act, 1974 valid up to 31 March, 2011.
7. Consent Order no. 142-RR-II-/PCB/ZOH/CFO/2007-549 dated 15 June, 2007 for Grant of
authorization for occupier or operator handling hazardous wastes under Rule 3(C) & 5(5) of
The Hazardous Wastes (Management and Handling) Rules, 1989 valid up to 31 March, 2011
8. Registration no. P/HQ/AP/15/3314(P20144) dated 30 December, 2004 for storage of
Petroleum Class A, B & C (in bulk) under Petroleum and Explosives Safety Organisation
(PESO) – Formerly Department of Explosives – Petroleum Products. Validity extended up to
31 December, 2008 vide letter dated 20 July, 2007.
9. Registration no. AABCA7302BXM003 dated 22 September, 2004 to Register as a
manufacturer under Central Excise Act.
10. Registration no. 52-23964-90 under the ESI Act.
11. HT Agreement dated 7 January, 2006 for max load of 300KVA with Central Power
Distribution Company of AP Ltd under Electricity Board.
12. Registration under Section 7 (2) of the Contract Labour Regulation Act vide registration no:
A-380 dated 22 December, 2001.
For the proposed project of setting up a manufacturing facility for APIs at Jawaharlal Nehru
Pharma City, Parwada, Visakhapatnam:
The Company has made an application dated 31 May, 2007 to the Nodal Agency under the Single
Window Scheme for the purpose of arranging site clearance, statutory approvals from Gram
Panchayat, Municipality, TC&P, Urban Development Authority, Factories Department, Alienation of
land / acquisition of land, power feasibility / power connection from DISCOM, sanction of water
supply. The Company has also received approval from the Directorate of Factories for its factory
plans.
The approvals, listed below, are also required by the Company which will be applied and obtained as
when required, during the progress of the proposed project.
1. Drugs and Cosmetics Act, 1940.
2. Drugs and Cosmetic Rules, 1945.
3. The Drugs (Prices Control) order, 1995.
4. Licence for storage of solvents from Department of explosives, Nagpur.
5. Approval from the Pollution Control Board.
6. Sales and excise registration.
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SECTION VII: OTHER REGULATORY AND STATUTORY DISCLOSURES
The Board of Directors of the Company, pursuant to resolution passed at its meeting held on
June 23, 2007, authorised the issue of Equity Shares subject to the approval of the shareholders of
the Company under Section 81(1A) of the Companies Act.
The shareholders have authorised the Issue by a Special Resolution in accordance with Section
81(1A) of the Companies Act, passed at the AGM of the Company held on July 21, 2007 at
Hyderabad.
Prohibition by SEBI
The Company, Directors, Promoters, Directors or person(s) in control of the Promoters, the group
companies, other companies promoted by the promoters and companies with which the Company’s
directors/ promoters / partners are associated as directors or as promoters have not been
prohibited from accessing the capital markets or restrained from buying, selling or dealing in
securities under any order or direction passed by SEBI.
The listing of any securities of the Company has never been refused at anytime by any of the stock
exchanges in India. The Company, the Promoters, their relatives, group companies and associate
companies has, not been detained as wilful defaulters by RBI/government authorities and there are
no violations of securities laws committed by them in the past or pending against them
The Company is eligible to access the capital market through public issue of equity shares, as per
clause 2.2.1 of SEBI (DIP) Guidelines, as it fulfills the networth, distributable profits and net tangible
assets criteria in the following manner:
1. The Company has net tangible assets of more than Rs. 30 Mn in each of the preceding 3 full
years [As per Restated Summary Statement of Assets and Liabilities]
(Rs in Mn.)
Net tangible assets are defined as the sum of fixed assets, investments, current assets (excluding
deferred tax assets) less current liabilities (excluding deferred tax liabilities and secured as well as
unsecured long term liabilities).
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Monetary assets include cash on hand and bank balances.
2. The Company has a track record of distributable profits in terms of section 205 of the
Companies Act, 1956 for three (3) years in the immediately preceding five (5) years. The profits
for the immediately preceding three (3) years are as follows: [As per Restated Summary
Statement of Profit and Loss Account]
(Rs. in Mn.)
Year ended
Particulars 31/3/2005 31/3/2006 31/3/2007
Net Profit After Tax 47.05 132.99 76.05
3. The Company has a net worth of more than Rs.10 Mn in each of the preceding three (3) full
years. [As per Restated Summary Statement of Assets and Liabilities]
(Rs. in Mn.)
Year ended
Particulars 31/3/2005 31/3/2006 31/3/2007
Equity Share Capital 60.34 60.34 60.34
Reserves & Surplus 175.95 188.55 233.62
Less: Miscellaneous -- -- --
Expenses
Net worth 236.28 248.88 293.96
4. The Company has not changed its name within the last one year.
5. The aggregate of the proposed issue and all previous issues made in the same financial year in
terms of size (i.e. offer through offer document + firm allotment+ promoters’ contribution through
the offer document) does not exceed five times its pre-issue networth as per the audited
financials for the year ended March 31, 2007.
Since the Company is meeting the track record specified above, the Equity Shares are offered in
accordance with Clause 2.2.1 and 2.2.2A of the SEBI (DIP) Guidelines wherein the prospective
allottees are not less than one thousand (1000) in number.
Further, if the number of allottees in the proposed Issue is less than 1,000 allottees, the Company
shall forthwith refund the entire subscription amount received. If there is a delay beyond 15 days
after the Company becomes liable to pay the amount, the Company shall pay interest at the rate of
15% per annum for the delayed period.
AS REQUIRED, A COPY OF THE DRAFT RED HERRING PROSPECTUS HAS BEEN SUBMITTED
TO SEBI. IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED
HERRING PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED TO
MEAN THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE
ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THIS ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS
OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING
PROSPECTUS. THE BOOK RUNNING LEAD MANAGER, RELIGARE SECURITIES LIMITED HAS
CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE
GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI GUIDELINES FOR
DISCLOSURE AND INVESTOR PROTECTION AS FOR THE TIME BEING IN FORCE. THIS
REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR
MAKING AN INVESTMENT IN THE PROPOSED ISSUE.
165
DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS
PURPOSE, BOOK RUNNING LEAD MANAGER VIZ. RELIGARE SECURITIES LIMITED HAS
FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED AUGUST 31, 2007 IN
ACCORDANCE WITH THE SEBI (MERCHANT BANKERS) REGULATIONS, 1992 WHICH READS
AS FOLLOWS:-
WE CONFIRM THAT:
ALL LEGAL REQUIREMENTS PERTAINING TO THE ISSUE WILL BE COMPLIED WITH AT THE
TIME OF FILING OF THE RED HERRING PROSPECTUS WITH THE ROC IN TERMS OF SECTION
60B OF THE COMPANIES ACT. ALL LEGAL REQUIREMENTS PERTAINING TO THE ISSUE WILL
BE COMPLIED WITH AT THE TIME OF REGISTRATION OF THE PROSPECTUS WITH THE ROC,
AP IN TERMS OF SECTION 56, SECTION 60 AND SECTION 60B OF THE COMPANIES ACT.
THE FILING OF THE DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE
THE COMPANY FROM ANY LIABILITIES UNDER SECTION 63 AND SECTION 68 OF THE ACT
OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY AND OTHER CLEARANCES
AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED OFFER. SEBI FURTHER
RESERVES THE RIGHT TO TAKE UP AT ANY POINT OF TIME, WITH THE BOOK RUNNING
LEAD MANAGER, ANY IRREGULARITIES OR LAPSES IN THE DRAFT RED HERRING
PROSPECTUS.
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DISCLAIMER FROM THE COMPANY AND THE BRLM:
Investors that bid in the Issue will be required to confirm and will be deemed to have represented to
the Company and the Underwriters and their respective directors, officers, agents, affiliates and
representatives that they are eligible under all applicable laws, rules, regulations, guidelines and
approvals to acquire Equity Shares and will not offer, sell, pledge or transfer the Equity Shares to
any person who is not eligible under applicable laws, rules, regulations, guidelines and approvals to
acquire Equity Shares. The Company and the Underwriters and their respective directors, officers,
agents, affiliates and representatives accept no responsibility or liability for advising any investor on
whether such investor is eligible to acquire Equity Shares.
The Company and the BRLM accept no responsibility for statements made otherwise than in this
Draft Red Herring Prospectus or in the advertisements or any other material issued by or at instance
of the above, mentioned entities and anyone placing reliance on any other source of information,
including the Company’s website, www.alkalimetals.com, would be doing so at his or her own risk.
The BRLM accepts no responsibility, save to the limited extent as provided in the Underwriting
Agreement to be entered into between the Underwriters and the Company and the MoU between the
BRLM and the Company.
The Company and the BRLM shall make all information available to the public and investors at large
and no selective or additional information would be available for a section of the investors in any
manner whatsoever including at road show presentations, in research or sales reports or at bidding
centers etc.
Neither the Company nor the Syndicate is liable to the Bidders for any failure in downloading the
Bids due to faults in any software/hardware system or otherwise.
General Disclaimer
Investors may note that the Company and the BRLM accept no responsibility for statements made
otherwise than in this Draft Red Herring Prospectus or in the advertisements or any other material
issued by or at the instance of the Company and that anyone placing reliance on any other source of
information would be doing so at his/her own risk.
The BRLM accept no responsibility, save to the limited extent as provided in the Memorandum of
Understanding entered into between the BRLM and the Company.
All information shall be made available by the Company and the BRLM to the investors at large and
no selective or additional information would be available for a section of the investors in any manner
whatsoever including in research or sales reports.
No action has been or will be taken to permit a public issuing in any jurisdiction where action would
be required for that purpose, except that this DRHP has been filed with SEBI for observation and
SEBI has given its observations and this DRHP has been filed with RoC as per the provisions of the
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Companies Act. Accordingly, the Equity Shares, represented thereby may not be issued or sold,
directly or indirectly, and this DRHP may not be distributed, in any jurisdiction, except in
accordance with the legal requirement applicable in such jurisdiction. Neither the delivery of this
DRHP nor any sale hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company from the date hereof or that the information contained
herein is correct as of any time subsequent to this date.
As required, a copy of this DRHP has been submitted to BSE. The BSE has given vide its letter dated
[●] given permission to this Company to use the BSE’s name in the DRHP as one of the stock
exchange on which this Company’s securities are proposed to be listed. The BSE has scrutinized this
DRHP for its limited internal purpose of deciding on the matter of granting the aforesaid permission
to this Company.
(a) Warrant, certify or endorse the correctness or completeness of any of the contents of the DRHP;
(b) Warrant that this Company’s securities will be listed or will continue to be listed on the BSE; or
(c) Take any responsibility for the financial or other soundness of this Company, its Promoters, its
management or any scheme or project of this Company.
It should not for any reason be deemed or construed that this DRHP has been cleared or approved
by the BSE. Every person who desires to apply for or otherwise acquires any securities of this
Company may do so pursuant to independent inquiry, investigation and analysis and shall not have
any claim against the BSE whatsoever by reason of any loss which may be suffered by such person
consequent to or in connection with such subscription / acquisition whether by reason of anything
stated or omitted to be stated herein or for any other reason whatsoever.
As required, a copy of the DRHP has been submitted to NSE. NSE has given vide its letter dated [●]
given its permission to the Company to use the NSE’s name in this DRHP as one of the stock
exchanges on which this Company’s securities are proposed to be listed subject to the Company
fulfilling the various criteria for listing including the one related to paid up capital and market
capitalization (i.e., the paid up capital shall not be less than Rs. 100 Mn and market capitalization
shall not be less that Rs.250 Mn at the time of listing). The NSE has scrutinized the DRHP for its
limited internal purpose of deciding on the matter of granting the aforesaid permission to this
Company. It is to be distinctly understood that the aforesaid permission given by NSE should not in
any way be deemed or construed that the DRHP has been cleared or approved by NSE; nor does it in
any manner warrant, certify or endorse the correctness or completeness of any of the contents of
this DRHP nor does it warrant that this Company’s securities will be listed or will continue to be
listed on the NSE; nor does it take any responsibility for the financial or other soundness of this
Company, its Promoter, its management or any scheme or project of this Company.
Every person who desires to apply for or otherwise acquires any securities of the Company may do
so pursuant to independent inquiry, investigation and analysis and shall not have any claim against
the NSE whatsoever by reason of any loss which may be suffered by such person consequent to or in
connection with such subscription / acquisition whether by reason of anything stated or omitted to
be stated herein or any other reason whatsoever.
Filing
A copy of the RHP, along with the documents required to be filed under Section 60 of the Companies
Act, would be delivered to the RoC, Second Floor, C.P.W.D.Building, Kendriya Vidyasagar, Sultan
Bazaar, Koti, Hyderabad – 500 195. A copy of the DRHP has been filed with the Corporate Finance
Department of SEBI at Plot no.C4-A, ‘G’ Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400
051.
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Listing
Applications have been made to the BSE (Designated Stock Exchange) and NSE for permission to list
the Equity Shares and for an official quotation of the equity shares of the Company. BSE will be the
Designated Stock Exchange for the purposes of this Issue.
In case, the permission for listing of the equity shares is not granted by any of the above mentioned
Stock Exchanges, the Company shall forthwith repay, without interest, all moneys received from the
applicants in pursuance of the Red Herring Prospectus. If such money is not repaid within eight
days after the day from which the Company becomes liable to repay it or within seventy days from
the Bid / Issue Closing Date, whichever is earlier, then the Company and every director of the
Company who is an officer in default shall, on and from expiry of eight days, be jointly and severally
liable to repay that money with interest at the rate of 15% per annum on application money, as
prescribed under Section 73 of the Companies Act, 1956.
The Company with the assistance of the BRLM shall ensure that all steps for the completion of the
necessary formalities for listing and commencement of trading at the Stock Exchanges mentioned
above are taken within seven working days of finalisation of basis of allotment for the Issue.
Impersonation
Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section
68A of the Companies Act, which is reproduced below:
Makes in a fictitious name, an application to the company for acquiring or subscribing for,
any shares therein, or
Otherwise induces a company to allot, or register any transfer of shares therein to him, or any
other person in a fictitious name, shall be punishable with imprisonment for term which may
extend to five years.”
Consents
Consents in writing of: (a) the Directors, the Company Secretary, the Auditors, Legal Advisor, Tax
Auditor, Bankers to the Company, Escrow Collection Banks and Bankers to the Issue; and (b) Book
Running Lead Managers to the Issue, Syndicate Members and Registrars to the Issue, to act in their
respective capacities, have been obtained and shall be filed along with a copy of the DRHP with the
RoC at Hyderabad , Andhra Pradesh as required under Section 60 and 60B of the Companies Act
and such consents have not been withdrawn up to the time of delivery of the DRHP for registration.
M/s Avadhani & Co., Chartered Accountants, the statutory auditors of the Company have given
their written consent to the inclusion of their report in the form and context in which it appears in
the DRHP and such consent and report has not been withdrawn up to the time of delivery of the
DRHP for registration with the RoC, at Hyderabad, AP.
M/s Avadhani & Co., Chartered Accountants, the statutory auditors have given their written consent
to the inclusion of the statement of tax benefits accruing to the Company and its members in the
form and context in which it appears in the DRHP and have not withdrawn the same up to the time
of delivery of the DRHP for registration with the RoC at Hyderabad, AP.
Expert Opinion
The Company has not obtained any expert opinion apart from whatever is already mentioned in this
DRHP.
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Expenses of the Issue
The expenses of the Issue payable by the Company inclusive of brokerage, fees payable to the Book
Running Lead Manager to the Issue, Registrar to the Issue, Legal Advisors, stamp duty, printing,
publication, advertising and distribution expenses, bank charges, listing fees and other
miscellaneous expenses are estimated as follows:
The total fees payable by the Company to the BRLM (including underwriting commission and selling
commission) will be as per Engagement Letters dated May 22, 2007 a copy of which is available for
inspection at the Company’s registered office.
The fees payable by the Company to the Registrar to the Issue for processing of Application, data
entry, printing of CAN/ refund order, preparation of refund data on magnetic tape, printing of bulk
mailing register will be as per the MoU signed with the Company dated June 22, 2007. The Registrar
to the Issue will be reimbursed for all out-of-pocket expenses including cost of stationery, postage,
stamp duty and communication expenses. Adequate funds will be provided by the Company to the
Registrar to the Issue to enable them to send refund orders or Allotment advice by registered post/
speed post/ under certificate of posting.
The underwriting commission and selling commission for the Issue is as set out in the Syndicate
Agreement amongst the Company, the BRLM and Syndicate Members. The underwriting commission
shall be paid as set out in the Syndicate Agreement based on the Issue Price and amount
underwritten in the manner mentioned in the DRHP.
This is an Initial Public offering by the Company. Save and except as stated under the section titled
‘Capital Structure’ on page no. [●] of the DRHP, the Company has not made any rights issue since its
incorporation.
Save and except as stated under the section titled ‘Capital Structure’ on page no [●] of the DRHP, the
Company has not issued any equity shares for consideration otherwise than for cash.
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Commission and Brokerage on Previous Issue
Since this is an Initial Public Offering of Equity Shares, no sum has been paid or payable as
commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any
of the Company’s Equity Shares since its inception.
There are no listed companies under the same management within the meaning of Section 370 (1B)
of the Companies Act, 1956, which have made any capital issue during the last three years.
The Company has not made any public issue since its inception.
As on date, the Company does not have any outstanding debenture or bond offers.
As on date, the Company does not have any outstanding preference shares.
This being the Initial Public Offering by the Company no stock market data is available
The agreement between the Registrar to this Issue and the Company will provide for retention of
records with the Registrar to this Issue for a period of at least one year from the last date of dispatch
of the letters of allotment, demat credit and refund orders to enable the investors to approach the
Registrar to this Issue for redressal of their grievances.
All grievances relating to this Issue may be addressed to the Registrar to this Issue, giving full details
such as name, address of the applicant, number of Equity Shares applied for, amount paid on
application and the bank branch or collection centre where the application was submitted.
The Company estimates that the average time required by the Company or the Registrar to this
Issue for the redressal of routine investor grievances will be seven business days from the date of
receipt of the complaint. In case of non-routine complaints and complaints where external agencies
are involved, the Company will seek to redress these complaints as expeditiously as possible.
The Company has appointed Mr.P.S.R.Swami, CFO & Company Secretary as the Compliance Officer
and he may be contacted at:
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Changes in Auditors in the last three years and the reasons thereof
There has been no change in the statutory auditors of the Company in the last three years.
The Company has not capitalized its reserves or profits at any time except as stated in the Section
titled “Capital Structure” on page no.[●] of this DRHP.
Revaluation of assets
The Company has not revalued its assets since last five years.
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SECTION VIII
ISSUE RELATED INFORMATION
The Equity Shares being offered are subject to the provisions of the Companies Act, the
Memorandum and Articles of Association of the Company (the Constitutional Documents),
conditions of RBI approval, the terms of the RHP, Bid-cum-Application Form, the Revision Form,
CAN and other terms and conditions as may be incorporated in the Allotment Advice, and other
documents/certificates that may be executed in respect of the Issue. The Equity Shares shall also be
subject to laws as applicable, guidelines, notifications and regulations relating to the issue of capital
and listing and trading of securities issued from time to time by SEBI, the Government of India,
Stock Exchanges, RBI, RoC and/or other authorities, as in force on the date of the Issue and to the
extent applicable.
The Equity Shares being offered shall be subject to the provisions of the Constitutional Documents
and shall rank pari passu in all respects with the existing Equity Shares of the Company including
rights in respect of receiving dividends. The persons in receipt of allotment will be entitled to
dividend or other benefits, if any, declared by the Company after the date of allotment.
The declaration and payment of dividends will be recommended by the Board of Directors and the
shareholders, in their discretion, and will depend on a number of factors, including but not limited
to the Company’s earnings, capital requirements and overall financial condition.
The Equity Shares with a face value of Rs. 10/- each are being offered in terms of the DRHP at a
total price of Rs. [•] per Equity Share. At any given point of time there shall be only one
denomination for the Equity Shares of the Company, subject to applicable laws.
The face value of the shares is Rs. 10/- and the Floor Price is [•] times of the face value and the Cap
Price is [•] times of the face value.
The Company shall comply with all disclosure and accounting norms as specified by SEBI from time
to time.
Subject to applicable laws, the Equity Shareholders shall have the following rights:
Such other rights, as may be available to a shareholder of a listed Company under the Companies
Act and Memorandum and Articles of Association of the Company
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For a detailed description of the main provisions of the Company’s Articles of Association dealing,
among other things, with voting rights, dividend, forfeiture and lien, transfer and transmission
and/or consolidation/splitting see the section titled “Main Provisions of the Articles of Association
of the Company” on page no. [●] of this DRHP.
In terms of Section 68B of the Companies Act, the Equity Shares shall be allotted only in
dematerialized form. As per the existing SEBI Guidelines, the trading in the Equity Shares shall only
be in dematerialized form for all investors. Since trading of the Company’s Equity Shares is in
dematerialized form, the tradable lot is one Equity Share. Allocation and Allotment of Equity Shares
through this Issue will be done only in electronic form in multiples of one Equity Share subject to a
minimum Allotment of [•] Equity Shares to the successful Bidders.
JURISDICTION OF COURTS
Any dispute arising out of this issue will be subject to the jurisdiction of appropriate court(s) in
Hyderabad, India.
In accordance with Section 109A of the Companies Act, the sole or first Bidder, along with other
joint Bidder may nominate any one person in whom, in the event of the death of sole Bidder or in
case of joint Bidders, in the event of death of all the Bidders, as the case may be, the Equity Shares
allotted, if any, shall vest. A person, being a nominee, becoming entitled to the Equity Shares by
reason of the death of the original holder(s), shall in accordance with Section 109A of the Companies
Act, be entitled to the same advantages to which he or she would be entitled if he or she were the
registered holder of the Equity Share(s). Where the nominee is minor, the holder(s) may make a
nomination to appoint, in the prescribed manner, any person to become entitled to Equity Share(s)
in the event of his/her death during the minority. A nomination shall stand rescinded upon a
sale/transfer/alienation of Equity Share(s) by the person nominating. A buyer will be entitled to
make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the
prescribed form available on request at the Registered Office of the Company and the Registrars and
transfer agents of the Company.
In accordance with Section 109B of the Companies Act, any person who becomes a nominee by
virtue of the provisions of Section 109A of the Companies Act, shall upon the production of such
evidence as may be required by the Board, elect either : -
Further, the Board may at any time give notice requiring any nominee to elect/choose either to
register himself or herself or to transfer the Equity Shares, and if the notice is not complied within a
period of ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other
monies payable in respect of the Equity Shares, until the requirements of the notice have been
complied with.
Since the allotment of Equity Shares in the Issue will be made only in dematerialized mode,
there is no need to make a separate nomination with the Company. Nominations registered
with the respective depository participant of the applicant would prevail. If the investors
require changing the nomination, they are requested to inform their respective depository
participant
Minimum Subscription
If the Company does not receive the minimum subscription of 90% of the issue to public including
devolvement of Underwriters within 60 days from the date of closure of the issue, the Company shall
forthwith refund the entire subscription amount received. If there is a delay beyond 8 days after the
174
Company becomes liable to pay the amount, the Company shall pay interest prescribed under
Section 73 of the Companies Act, 1956.
Further in terms of Clause 2.2.2A of the SEBI Guidelines, the Company shall ensure that the
number of prospective allottees to whom Equity Shares will be allotted will not be less than 1,000.
Equity Shares being issued through this DRHP can be applied for in the dematerialized form only.
The Company, in consultation with the BRLM, reserves the right not to proceed with the Issue
anytime after the Bid/ Issue Opening Date without assigning any reason thereof.
The Company’s shares will be traded in dematerialized form only and therefore the marketable lot is
one share. Therefore there is no possibility of odd lots.
The Company shall give credit to the beneficiary account with Depository Participants and submit
the documents pertaining to the allotment of Equity Shares to the Stock Exchanges within two
working days from the date of finalisation of basis of allotment of Equity Shares with the Designated
Stock Exchange. Applicants having bank accounts at any of the 15 centres where clearing houses
are managed by the RBI will get refunds through ECS only, except where applicant is otherwise
disclosed as eligible to get refunds through direct credit or RTGS. In case of other applicants, the
Company shall ensure despatch of refund orders, if any, of value up to Rs. 1,500 by ‘Under
Certificate of Posting’, and shall dispatch refund orders of Rs. 1,500 and above, if any, by registered
post or speed post. Applicants to whom refunds are made through Electronic transfer of funds will
be sent a letter (refund advice) through ‘Under Certificate of Posting’ intimating them about the mode
of credit of refund, the bank where the refunds shall be credited along with the amount and the
expected date of electronic credit of refund within 15 days of closure of Issue.
The Company shall ensure despatch of refund orders/refund advice, if any, by ‘Under Certificate of
Posting’ or registered post or speed post or Electronic Clearing Service or Direct Credit or RTGS or
NEFT, as applicable, only at the sole or First Bidder’s sole risk within 15 days of the Bid Closing
Date/Issue Closing Date, and adequate funds for making refunds to unsuccessful applicants as per
the mode(s) disclosed shall be made available to the Registrar by the Issuer.
In accordance with the requirements of the Stock Exchanges and SEBI Guidelines, the Company
undertakes that:
a) Allotment shall be made only in dematerialised form within 15 days from the Issue Closing Date
b) Despatch of refund orders/ refund advice shall be done within 15 days from the Issue Closing
Date; and
c) The Company shall pay interest at 15% per annum (for any delay beyond the 15-day time period
as mentioned above), if allotment is not made, refund orders/ credit intimation are not despatched
and in case where a refund is made through electronic mode, the refund instructions have not been
given to the clearing system, and demat credit within the 15-day time prescribed above, provided
that the beneficiary particulars relating to such Bidders as given by the Bidders is valid at the time
of the upload of the electronic transfer.
The Company will provide adequate funds required for the cost of despatch of refund orders/ refund
advice / allotment advice to the Registrar to the Issue.
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Save and except refunds effected through the electronic mode i.e. ECS, direct credit or RTGS or
NEFT, refunds will be made by cheques, pay orders or demand drafts drawn on a Bank appointed by
the Company as a Refund Bank and payable at par at places where Bids are received. The bank
charges, if any, for encashing such cheques, pay orders or demand drafts at other centres will be
payable by the Bidders.
The Company agrees that allotment of securities offered to the public shall be made not later than
15 days after the closure of the public issue. The Company further agrees that it shall pay interest at
rate of 15% per annum if the allotment letters/refund orders have not been dispatched to the
applicants within 15 days from the date of closure of the Issue.
Application by Non Residents/NRIs/FIIs/ Foreign Venture Capital Funds registered with SEBI
As per the extant policy of the GoI OCBs cannot participate in this Issue. As per the current
provisions of Foreign Exchange Management (Transfer or Issue of Security by a person outside India)
Regulations, 2000 there exists a general permission for the NRIs, FIIs and Foreign Venture Capital
Investors registered with SEBI to invest in shares of an Indian Companies by way of subscription in
an IPO. However, such investments would be subject to other investment restrictions under the RBI
and/or SEBI regulations as may be applicable to such investors. Based on the above provisions, it
will not be necessary for the investors to seek separate permission from FIPB/RBI for this specific
purpose. However, it is to be distinctly understood that there is no reservation for Non Residents,
NRIs, FIIs and Foreign Venture Capital Funds and all Non Residents, NRI, FII and Foreign Venture
Capital Fund applicants will be treated on the same basis as other categories for the purpose of
allocation.
The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act") or any state securities laws in the United States and may not be
offered or sold within the United States or to, or for the account of benefit of, "U.S. Persons" (as
defined in the Regulations of the Securities Act), except pursuant to any exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.
ISSUE STRUCTURE
The present issue of 3,846,100 Equity Shares of face value of Rs.10/- each at a premium of Rs. [●]
per Equity Share for cash, aggregating to Rs. [●] (herein after referred to as the ‘Issue’) is being made
through the 100% Book Building process. The issue would constitute 35.66% of the post issue paid
up capital of the Company.
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remaining QIB
portion. The
unsubscribed
portion if any in the
Mutual fund
reservation will be
available to QIBs
Basis of allocation if Proportionate Proportionate Proportionate
respective category
is over-subscribed
Minimum Bid Such number of Such number of [●] Equity Shares
Equity shares that Equity shares that and in multiples of
the Bid amount the Bid amount [●] Equity shares
exceeds exceeds thereafter
Rs.1,00,000/- and Rs.1,00,000/- and
in multiples of [●] in multiples of [●]
Equity Shares Equity Shares
thereafter thereafter
Maximum Bid Not exceeding the Not exceeding the Such number of
size of the issue size of the issue Equity shares per
subject to the subject to the Retail Individual
regulations as regulations as Bidder so as to
applicable to the applicable to the ensure that the Bid
Bidder Bidder amount does not
exceed Rs.100000/-
Mode of Allotment Compulsorily in Compulsorily in Compulsorily in
dematerialised form dematerialised form dematerialised form
Trading Lot One Equity Share One Equity Share One Equity Share
Who can Apply** Public financial Resident Indian Individuals
institutions as Individuals, HUF (in (including NRIs and
specified in section the name of karta), HUFs in the name
4A of the companies, of karta) applying
Companies Act: corporate bodies, for Equity shares
Scheduled NRIs, Societies and such that the Bid
Commercial Banks, trusts amount does not
Mutual funds, exceed
foreign institutional Rs.1,00,000/- in
investor registered value.
with SEBI,
Multilateral and
bilateral
development
financial
institutions, venture
capital funds
registered with
SEBI, foreign
venture capital
investors registered
with SEBI, State
Industrial
Development
Corporations,
permitted insurance
companies
registered with
IRDA, Provident
funds and Pension
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funds with
minimum corpus of
Rs.250 millions in
accordance with
applicable law
Terms of Payment Margin amount Margin amount Margin amount
applicable to QIB applicable to Non- applicable to Retail
Bidder at the time Institutional Bidder Individual Bidder at
of submission of Bid at the time of the time of
cum Application submission of Bid submission of Bid
form to the Member cum Application cum Application
of Syndicate form to the Member form to the Member
of Syndicate of Syndicate
Margin Amount 10% of the Bid Full Bid amount on Full Bid amount on
Amount in respect Bidding Bidding
of bids placed by
the QIB Bidder on
Bidding
*Subject to valid Bids being received at or above the Issue Price. Under-subscription, if any, in any
category would be allowed to be met with spill over from any other category or combination of
categories at the discretion of the Company, in consultation with the BRLM and subject to the
applicable provisions of the SEBI Guidelines.
** In case the Bid cum Application Form is submitted in joint names, the investors should ensure
that the demat account is also held in the same joint names and are in the same sequence in which
they appear in the Bid cum Application Form.
If the aggregate demand by Mutual funds is less than 96,152 Equity Shares the balance Equity
shares available for allocation in the Mutual fund reservation will first be added to the QIB portion
and be allocated proportionately to the QIB Bidders in proportion to their bids. The unsubscribed
portion if any out of the Equity shares reserved for allotment to Employees will be added back to the
Issue and the same would be allocated proportionately by the Company in consultation with the
BRLM.
Bids and any revision in bids shall be accepted only between 10 a.m and 3 p.m (Indian Standard
Time) during the Bidding period as mentioned above at the bidding centres mentioned on the Bid-
cum Application form except that on the Bid/Issue Closing Date, the Bids shall be accepted only
between 10 a.m and 1 p.m (Indian Standard Time) or uploaded till such time as may be permitted by
the BSE and NSE on the Bid/Issue Closing Date.
The Price Band will be decided by the Company in consultation with the BRLM
The Company reserves the right to revise the Price Band during the Bidding Period in accordance
with SEBI Guidelines. In case of revision in the Price Band, the Bidding/Issue Period will be
extended for three additional working days after revision of the Price Band, subject to the Bidding
Period / Issue Period not exceeding ten working days. Any revision in the Price Band and the revised
Bid/ Issue Period, if applicable, will be widely disseminated by notification to the BSE and NSE by
issuing a press release, and also by indicating the change on the web site and at the terminals of the
members of the Syndicate.
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ISSUE PROCEDURE
The Issue is being made through the 100% Book Building Process wherein upto 50% of the Issue to
the public shall be allotted on a proportionate basis to QIBs, of which 5% are reserved for Mutual
Funds and the balance will be available for all QIBs including Mutual Funds. Further, not less than
15% of the issue to the public shall be available for allotment on a proportionate basis to Non-
Institutional Bidders and not less than 35% of the issue to the public, shall be available for
allotment on a proportionate basis to the Retail Individual Bidders, subject to valid Bids being
received at or above the Issue Price.
Bidders are required to submit their Bids through Syndicate members. However, the Bids by QIB
shall be submitted only to the BRLM. In case of QIB Bidders, the Company in consultation with the
BRLM may reject Bids at the time of acceptance of the Bid-Cum-Application Form provided that the
reasons for rejecting the same shall be provided to such Bidder in writing. In case of Bids under the
Non-Institutional Portion, Bids under the Retail Portion, Bids would not be rejected except on
technical grounds listed in the RHP.
Investors should note that Equity Shares would be allotted to all successful allottees only in the
dematerialised form. Bidders will not have the option of allotment of Equity Shares in physical form.
The Equity Shares, on allotment, shall be traded only in the dematerialised segment of the Stock
Exchanges.
Bid-cum-Application Form
Bidders shall only use the specified Bid-cum-Application Form bearing the stamp of a member of the
Syndicate for the purpose of making a Bid in terms of the RHP. The Bidder shall have the option to
make a maximum of three Bids in the Bid-cum-Application Form and such options shall not be
considered as multiple bids. Upon the allotment of Equity Shares, dispatch of CAN, and filing of the
Prospectus with the RoC, AP, the Bid-cum-Application Form shall be considered as the Application
Form. Upon completing and submitting the Bid-cum-Application Form to a member of the
Syndicate, the Bidder is deemed to have authorised the Company to make the necessary changes in
the DRHP and the Bid-cum-Application Form as would be required for filing the Prospectus with the
RoC, AP and as would be required by RoC, AP after such filing, without prior or subsequent notice of
such changes to the Bidder.
The prescribed colour of the Bid-cum-Application Form for various categories is as follows:
a. Indian nationals resident in India who are major, in single or joint names (not more than
three);
b. Hindu Undivided Families or HUFs in the individual name of the Karta. The Bidder should
specify that the Bid is being made in the name of the HUF in the Bid cum Application Form
as follows: “Name of Sole or First bidder: ABC Hindu Undivided Family applying through
ABC, where ABC is the name of the Karta”. Bids by HUFs would be considered at par with
those from individuals;
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c. Companies, corporate bodies and societies registered under the applicable laws in India and
authorised to invest in the Equity Shares;
d. Indian Mutual Funds registered with SEBI;
e. Indian Financial Institutions, scheduled commercial banks, commercial banks, regional rural
banks, co-operative banks (subject to RBI regulations, as applicable); as defined in Section
4A of Companies Act;
f. Venture Capital Funds registered with SEBI;
g. Foreign Venture Capital Investors registered with SEBI;
h. State Industrial Development Corporations;
i. Trust/ society registered under the Societies Registration Act, 1860, as amended, or under
any other law relating to Trusts/ Societies and who are authorised under their constitution
to hold and invest in Equity Shares;
j. Eligible non-residents including NRIs and FIIs on a repatriation basis or a non- repatriation
basis subject to applicable laws;
k. Insurance companies registered with the Insurance Regulatory and Development Authority;
l. Provident funds with minimum corpus of Rs. 250 million and who are authorised under their
constitution to hold and invest in Equity Shares;
m. Pension funds with minimum corpus of Rs. 250 million and who are authorised under their
constitution to hold and invest in Equity Shares;
n. Multilateral and bilateral development financial institutions;
o. Scientific and/ or industrial research organizations authorised to invest in Equity Shares;
Bidders are advised to ensure that any single Bid from them does not exceed the investment limits
or maximum number of Equity Shares that can be held by them under the relevant regulations or
statutory guidelines.
Note: The BRLM and Syndicate Members shall not be entitled to subscribe to this Issue in any
manner except towards fulfilling their underwriting obligation. However, associates and affiliates of
the BRLM and Syndicate Members may subscribe for Equity Shares in the Issue, including in the
QIB Portion and Non-Institutional Portion where the allocation is on a proportionate basis.
Bidders are advised to ensure that any single Bid from them does not exceed the investment limits
or maximum number of Equity Shares that can be held by them under the relevant regulations or
statutory guidelines.
As per the current regulations, the following restrictions are applicable for investments by
mutual funds:
Under the SEBI Guidelines 5% of the QIB portion i.e., 96,152 Equity shares shall be available for
allocation on a proportionate basis for Mutual funds only.
An eligible Bid by a Mutual Fund shall first be considered for allocation proportionately in the
Mutual Fund portion. In the event that the demand is greater than 96,152 Equity Shares, allocation
shall be made to Mutual Funds proportionately, to the extent of the Mutual Fund portion. The
remaining demand by the Mutual Funds shall, as part of the aggregate demand by QIBs, be
available for allocation proportionately out of the remainder of the QIB portion, after excluding the
allocation in the Mutual Fund portion.
No mutual fund scheme shall invest more than 10% of its net asset value in the Equity Shares or
equity related instruments of any company provided that the limit of 10% shall not be applicable for
investments in index funds or sector or industry specific funds.
No mutual fund under its scheme should own more than 10% of any company’s paid-up capital
carrying voting rights. These limits would have to be adhered to by the Mutual Funds for investment
in the Equity Shares.
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In case of a Mutual Fund, a separate bid can be made in respect of each scheme of the Mutual Fund
registered with SEBI and such bids in respect of more than one scheme of the Mutual Fund will not
be treated as multiple bids provided that the bids clearly indicate the scheme concerned for which
the bid has been made. The applications made by the asset management companies or custodians of
mutual fund shall clearly indicate the name of the concerned scheme for which the application is
being made.
Application by NRIs
Bid cum Application forms have been made available for NRIs at the corporate office of the Company
or Registrar to the Issue or Syndicate Member.
NRI applicants may please note that only such applications as are accompanied by payment in free
foreign exchange shall be considered for allotment under the NRI category. The NRIs who intend to
make payment through Non-Resident Ordinary (NRO) Account shall use the form meant for Resident
Indians (white in colour.).
Application by FIIs
As per current regulations, the following restrictions are applicable for investment by FIIs:
No single FII can hold more than 10% of the post-issue paid-up capital of the Company. In respect
of an FII investing in the Equity Shares of the Company on behalf of its sub-accounts, the
investment on behalf of each sub-account shall not exceed 10% of the total issued capital or 5% of
the total issued capital of the Company, in case such sub-account is a foreign corporate or an
individual.
As of now, the aggregate FII holding in the Company cannot exceed 24% of the total issued capital of
the Company. With the approval of the Board of Directors and the shareholders by way of a special
resolution, the aggregate FII holding can go up to 100%. However, as on this date no such resolution
has been recommended to the shareholders of the Company for adoption.
In terms of the Regulation 15A (1) of the Securities and Exchange Board of India (Foreign
Institutional Investors) Regulations, 1995, as amended an Foreign Institutional Investor or sub-
account (“FIIs) may issue, deal in or hold, off-shore derivative instruments such as Participatory
Notes, Equity Linked Notes or any other similar instruments against underlying securities listed or
proposed to be listed in any stock exchange in India only in favour of those entities which are
regulated by any relevant regulatory authorities in the countries of their incorporation or
establishment subject to compliance of ‘know your client’ requirements. An FII or sub-account shall
also ensure that no further downstream issue or transfer of any instrument referred to hereinabove
is made to any person other than a regulated entity.
On the bid cum application form or Revision Form, as applicable, (Blue in colour), and completed in
full in BLOCK LETTERS in ENGLISH in accordance with the instructions contained therein.
Bids by NRIs for a Bid amount of up to or less than Rs 100,000 would be considered under the
Retail Individual Bidders Portion for the purposes of allocation and Bids for a Bid amount of more
than Rs. 1,00,000 would be considered under Non-Institutional Bidder Portion for the purposes of
allocation; by FIIs or Foreign Venture Capital Fund, Multilateral and Bilateral Development Financial
Institutions for a minimum of such number of Equity shares and in multiples of [●] Equity Shares
thereafter so that the Bid amount exceeds Rs. 100,000. For further details please refer to the sub-
section titled “Maximum and Minimum Bid size” on page no. [●] of the RHP.
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In the names of individuals or in the names of FIIs or in the names of Foreign Venture Capital Fund,
Multilateral and Bilateral Financial Institutions but not in the names minors, firms or partnerships,
foreign nationals or their nominees or OCBs.
Refunds, dividends and other distributions, if any, will be payable in India Rupees only and net of
bank charges and / or commission, in case of Bidders who remit money payable upon submission of
the Bid cum Application Form or Revision form through INR drafts purchased abroad, such
payments in INR will be converted into USD or any other freely convertible currency as may be
permitted by the RBI at the rate of exchange prevailing at the time of remittance and will be
dispatched by the space provided for this purpose in the Bid Cum Application Form. The Company
will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign
currency.
As per the current regulations, the following restrictions are applicable for SEBI registered
Venture Capital Funds and Foreign Venture Capital Investors:
The SEBI (Venture Capital Funds) Regulations, 1996 and the SEBI (Foreign Venture Capital
Investors) Regulations 2000, prescribe investment restrictions on venture capital funds and foreign
venture capital investors registered with SEBI. Accordingly, the holding by any individual venture
capital fund or foreign venture capital investor registered with SEBI should not exceed 25 % of the
Company’s paid-up capital. The aggregate holdings of venture capital funds and foreign venture
capital investors registered with SEBI could, however, go up to 100 % of the Company’s paid-up
equity capital.
The above information is given for the benefit of the Bidders. The Company and the BRLM are not
liable for any amendments or modifications or changes in applicable laws or regulations, which may
happen after the date of the RHP. Bidders are advised to make their independent investigations and
ensure that the number of Equity Shares bid for do not exceed the applicable limits under laws or
regulations.
The Bid must be for a minimum of [•] Equity Shares and in multiples of [•] Equity Shares thereafter,
subject to maximum Bid amount of Rs. 100,000/-. In case of revision of Bids, the Retails bidders
have to ensure that the Bid amount does not exceed Rs. 100,000/-. In case the maximum Bid
amount is more than Rs. 100,000/- due to revision of the Bid or revision of the Price Band or on
exercise of the option, then the same would be considered for allocation under the Non-Institutional
Bidders category. The cut-off option is an option available only to the Retail Individual Bidders
indicating their agreement to bid and purchase the Equity Shares at the final issue price as
determined at the end of the Book Building process.
The Bid must be for a minimum of such number of Equity Shares, so as to ensure that the
minimum Bid amount exceeds Rs.100,000/-. Above this minimum Bid Amount, the Bid should be
in multiples of [•] Equity Shares. A Bid cannot be submitted for more than the size of the Issue.
However, the maximum Bid by a QIB should not exceed the investment limits prescribed for them by
the regulatory or statutory authorities governing them. Under the existing SEBI guidelines a QIB
Bidder cannot withdraw its Bid after the Bid/Issue Closing Date.
In case of revision in Bids, the Non-Institutional Bidders who are individuals have to ensure that the
Bid Amount is greater than Rs. 100,000/-. In case the Bid Amount reduces to Rs 100,000/- or less
due to a revision in Bids or revision of the Price Band, the same would be considered for allocation
under Retail portion.
Non-Institutional Bidders and QIB Bidders are not allowed to Bid at Cut-Off Price.
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Bidders are advised to ensure that any single Bid from them does not exceed the investment limits
or maximum number of Equity Shares that can be held by them under applicable law or regulation
or as specified in this DRHP.
In case of QIB bidders, the Company, in consultation with the BRLM / Syndicate Members may
reject bids at the time of submission of the bid provided that the reasons for rejecting the same shall
be provided for such bidder in writing. In case of Non Institutional Bidders and Retail Individual
Bidders who bid, the Company has the right to reject bids only on technical grounds. Consequent
refunds shall be made as set out in ‘Letter of Allotment or refund” and “Mode of making refunds” on
page [●] of the RHP.
(a) The Company will file the RHP with the RoC, AP at least three days before the Bid/ Issue Opening
Date.
(b) The members of the Syndicate will circulate copies of the RHP along with the Bid-cum-
Application Form to potential investors.
(c) Any investor (who is eligible to invest in the Equity Shares of the Company) who would like to
obtain the RHP and/ or the Bid-cum-Application Form can obtain the same from the corporate office
of the Company or from any of the BRLM or Syndicate Members.
(d) The Bids should be submitted on the prescribed Bid-cum-Application Form only. Bid-cum-
Application Forms should bear the stamp of the members of the Syndicate. Bid-cum-Application
Forms, which do not bear the stamp of the members of the Syndicate, will be rejected.
(e) Investors who are interested in subscribing to the Company’s Equity Shares should approach the
BRLM or Syndicate Members or their authorised agent(s) to register their Bid.
The Company and the BRLM shall declare the Bid/Issue Opening Date, Bid/Issue Closing Date at
the time of filing the RHP with RoC, AP and publish the same in two widely circulated newspapers
(one each in English and Hindi) and a regional language newspaper circulated at the place where the
registered office of the Company is situated. This advertisement shall be in the format and contain
the disclosures specified in Part A of Schedule XX-A of the SEBI Guidelines. The BRLM and
Syndicate Members shall accept Bids from the Bidders during the Issue Period in accordance with
the terms of the Syndicate Agreement.
Investors who are interested in subscribing for the Company’s Equity Shares should approach any of
the BRLM, or Syndicate Member or their authorised agent(s) to register their Bid.
The Bidding Period shall be open for atleast 3 working days and not more than 7 working days. In
case the price band is revised, the revised price band will be published in two widely circulated
newspapers (one each in English and Hindi) and a regional language newspaper circulated at the
place where the registered office of the Company is situated and the Bidding period will be extended
for a further period of three working days, subject to the total Bidding period not exceeding 10
working days. During the bidding period, the Bidders may approach the Syndicate to submit their
Bid. Every Member of the Syndicate shall accept Bids from all clients/investors who place orders
through them and shall have the right to vet the bids.
Each Bid-cum-Application Form will give the Bidder the choice to bid for up to three optional prices
(for details refer to the paragraph entitled “Bids at Different Price Levels” on page no. [●] of the
DRHP) and specify the demand (i.e. the number of Equity Shares bid for) in each option. The price
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and demand options submitted by the Bidder in the Bid-cum-Application Form will be treated as
optional demands from the Bidder and will not be cumulated. After determination of the Issue Price,
the maximum number of Equity Shares bid for by a Bidder at or above the Issue Price will be
considered for allocation and the rest of the Bid(s), irrespective of the Bid Price, will become
automatically invalid.
The Bidder cannot bid on another Bid-cum-Application Form after his or her Bids on one Bid-cum-
Application Form have been submitted to any member of the Syndicate. Submission of a second Bid-
cum-Application Form to either the same or to another member of the Syndicate will be treated as
multiple bids and is liable to be rejected either before entering the Bid into the electronic bidding
system, or at any point of time prior to the allocation or allotment of Equity Shares in this Issue.
However, the Bidder can revise the Bid through the Revision Form, the procedure for which is
detailed under the paragraph “Build up of the Book and Revision of Bids” on page no.[●] of the
DRHP.
The BRLM, and Syndicate Members will enter each bid option into the electronic bidding system as a
separate Bid and generate a Transaction Registration Slip, (“TRS”), for each price and demand option
and give the same to the Bidder. Bidders should make sure that they ask for a copy of the
computerized TRS for every Bid Option from the Syndicate Member. Therefore, a Bidder can receive
up to three TRSs for each Bid-cum-Application Form.
Along with the Bid-cum-Application Form, all Bidders will make payment in the manner described
under the paragraph “Terms of Payment and Payment into the Escrow Collection Account” on page
no. [●] of the RHP.
a) The Price Band has been fixed at Rs. [•] to Rs. [•] per Equity Share, Rs. [•] being the lower end of
the Price Band and Rs. [•] being the higher end of the Price Band. The Bidders can bid at any price
with in the Price Band, in multiples of Rs. 1 (Rupee One).
b) In case of revision in the Price Band, the Issue Period will be extended for three additional working
days after revision of Price Band subject to a maximum of ten working days. Any revision in the
Price Band and the revised Bidding / Issue Period, if applicable, will be widely disseminated by
notification to BSE and NSE, by issuing a public notice in two national newspapers (one each in
English and Hindi) and one regional language newspaper, and also by indicating the change on the
websites of the BRLM and at the terminals of the Syndicate Members.
c) The Company in consultation with the BRLM can finalise the Issue Price within the Price Band in
accordance with this clause, without the prior approval of, or intimation, to the Bidders.
d) The Bidder can bid at any price within the Price Band. The Bidder has to bid for the desired
number of Equity Shares at a specific price. Retail Individual Bidders may bid at “Cut off”.
However, bidding at “Cut-off” is prohibited for QIB or Non Institutional Bidders and such Bids
from QIBs and Non Institutional Bidders shall be rejected.
e) Retail Individual Bidders who bid at the Cut-Off agree that they shall purchase the Equity Shares
at any price within the Price Band. Retail Individual Bidders bidding at Cut-Off shall deposit the Bid
Amount based on the Cap Price in the Escrow Account. In the event the Bid Amount is higher than
the subscription amount payable by the Retail Individual Bidders (i.e. the total number of Equity
Shares allocated in the Issue multiplied by the Issue Price), Retail Individual Bidders who bid at cut-
off price shall receive the refund of the excess amounts from the respective refund account.
f) In case of an upward revision in the Price Band announced as above, the Retail Bidders or who
had bid at Cut-off Price could either (i) revise their Bid or (ii) make additional payment based on the
higher end of the Revised Price Band (such that the total amount i.e., original Bid Price plus
additional payment does not exceed Rs. 1,00,000/- for Retail Bidders or, if the Bidder wants to
continue to bid at Cut-off Price), with the Syndicate Member to whom the original bid was
submitted. In case the total amount (i.e., original Bid Price plus additional payment) exceeds Rs.
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1,00,000 for retail Bidders the Bid will be considered for allocation under the Non-Institutional
portion in terms of the RHP. If, however, the Bidder does not either revise the Bid or make additional
payment and the Issue Price is higher than the higher end of the Price Band prior to revision, the
number of Equity Shares bid for shall be adjusted downwards for the purpose of allotment, such
that the no additional payment would be required from the Bidder and the Bidder is deemed to have
approved such revised Bid at Cut-off Price.
g) In case of downward revision in the Price Band announced as above, Retail Bidders who have bid
at Cut-Off Price could either revise their Bid or the excess amount at the time of bidding would be
refunded from the refund account.
h) In the event of any revision in the Price Band, whether upwards or downwards, the Minimum
Application shall remain [●] Equity Shares irrespective of whether the Bid Amount payable on such
Minimum Application is not in the range of Rs.5,000/- to Rs.7,000/-.
Option to subscribe
Equity Shares being issued through the DRHP can be applied for in the dematerialized form only.
Bidders will not have the option of getting Allotment in physical form. The Equity Shares, on
Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges.
Escrow Mechanism
The Company shall open Escrow Accounts with one or more Escrow Collection Banks in whose
favour the Bidders shall make out the cheque or demand draft in respect of his or her Bid and/or
revision of the bid. Cheques or demand drafts received for the full Bid amount from Bidders in a
certain category would be deposited in the Escrow Account for the Issue. The Escrow Collection
Banks will act in terms of the RHP and an Escrow Agreement. The monies in the Escrow Account for
the Issue shall be maintained by the Escrow Collection Bank(s) for and on behalf of the Bidders. The
Escrow Collection Bank(s) shall not exercise any lien whatsoever over the monies deposited therein
and shall hold the monies therein in trust for the Bidders. On the Designated Date, the Escrow
Collection Banks shall transfer the monies from the Escrow Account to the Public Issue Account
with the Bankers to the Issue as per the terms of the Escrow Agreement with the Company.
Payments of refunds to the Bidders shall also be made from the Refund Bank account are per the
terms of the Escrow Agreement with the Company and the RHP.
The Bidders should note that the escrow mechanism is not prescribed by SEBI and has been
established as an arrangement between the Escrow Collection Bank(s), the Company, the Registrar
to the Issue and BRLM, and Syndicate Members to facilitate collection from the Bidders.
In case of Non-institutional Bidders and Retails Individual Bidders, each Bidder shall, with the
submission of the Bid cum Application Form draw a cheque or demand draft for the maximum
amount of his Bid in favour of the Escrow Account of the Escrow Collection Bank (for details refer to
the paragraph “Payment Instructions on page no. [●] of the DRHP) and submit the same to the
members of the Syndicate with whom the Bid is being deposited. Bid cum Application Forms
accompanied by cash and Stock invest shall not be accepted. The maximum bid price has to be paid
at the time of submission of the Bid cum Application Form based on the highest bidding option of
the Bidder.
The members of the Syndicate shall deposit the cheque or demand draft with the Escrow Collection
Bank(s), which will hold the monies for the benefit of the Bidders till such time as the Designated
Date. On the Designated Date, the Escrow Collection Bank(s) shall transfer the funds from the
Escrow Account, as per the terms of the Escrow Agreement, into the Public Issue Account. The
balance amount after transfer to the Issue Account shall be transferred to a refund account and held
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for the benefit of the Bidders who are entitled to refunds on the Designated Date, and not later than
15 days from the Bid Closing Date / Issue Closing Date, the Refund Bank shall refund all monies to
unsuccessful Bidders and also the excess amount paid on bidding, if any, after adjustment for
allotment to the bidders.
Each category of Bidders i.e. QIB Bidders, Non Institutional Bidders, Retail Individual Bidders would
be required to pay their applicable Margin Amount at the time of the submission of the Bid cum
Application Form. The Margin Amount payable by each category of Bidders is mentioned in the
section titled “Issue Structure” beginning on page no. [●] of the RHP. Where the Margin Amount
applicable to the Bidder is less than 100% of the Bid Amount, any difference between the amount
payable by the Bidder for Equity Shares allocated at the Issue Price and the Margin Amount paid at
the time of Bidding, shall be payable by the Bidder not later than the Pay-in-Date, which shall be a
minimum period of two days from the date of communication of the allocation list to the members of
the Syndicate by the BRLM. If the payment is not made favouring the Escrow Account within the
time stipulated above, the Bid of the Bidder is liable to be cancelled. However, if the applicable
Margin Amount for Bidders is 100%, the full amount of payment has to be made at the time of
submission of the Bid cum Application Form. However, if the applicable Margin Amount for Bidders
is 100%, the full amount of payment has to be made at the time of submission of the Bid cum
Application Form.
Where the Bidder has been allocated lesser number of Equity Shares than he or she had bid for, the
excess amount paid on bidding, if any, after adjustment for allocation, will be refunded to such
Bidder within 15 days from the Bid/Issue Closing Date, failing which and the Company shall pay
interest at 15% per annum for any delay beyond the periods as mentioned above.
(a) The members of the Syndicate will register the Bids using the on-line facilities of NSE and BSE.
There will be at least one on-line connectivity to each city where the Bids are accepted.
(b) NSE and BSE will offer a screen-based facility for registering Bids for the Issue. This facility will
be available on the terminals of the members of the Syndicate and their authorised agents during
the Bidding Period. Members of the Syndicate can also set up facilities for off-line electronic
registration of Bids subject to the condition that they will subsequently upload the off-line data file
into the on-line facilities for book building on a regular basis. On the Bid Closing Date, the Syndicate
shall upload the Bids till such time as may be permitted by the Stock Exchanges.
(c) Aggregate demand and price for bids registered on the electronic facilities of NSE and BSE will be
downloaded on a regular basis, consolidated and displayed on-line at all bidding centres. A graphical
representation of consolidated demand and price would be made available at the bidding centres
during the bidding period.
(d) At the time of registering each Bid, the members of the Syndicate shall enter the following details
of the investor in the online system:
i. Name of the investor (Investors should ensure that the name given in the Bid cum
Application form is exactly the same as the Name in which the Depository Account is held. In
case, the Bid cum Application Form is submitted in joint names, investors should ensure
that the Depository Account is also held in the same joint names and are in the same
sequence in which they appear in the Bid cum Application Form).
ii. Investor Category –, Individual, Corporate, NRI, FII, or Mutual Fund, etc.
iii. Numbers of Equity Shares bid for
iv. Bid price
v. Bid Amount
vi. Bid-cum-Application Form number
vii. Whether payment of margin amount has been made upon submission of Bid-cum-
Application Form
viii. Margin Amount
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ix. Depository Participant Identification No. and Client Identification No. of the Demat Account
of the Bidder
(e) A system generated TRS will be given to the Bidder as a proof of the registration of each of the
bidding options. It is the Bidder’s responsibility to obtain the TRS from the members of the
Syndicate. The registration of the Bid by the member of the Syndicate does not guarantee that the
Equity Shares shall be allocated either by the members of the Syndicate or the Company.
(f) Such TRS will be non-negotiable and by itself will not create any obligation of any kind.
(g) The members of the Syndicate have the right to review the Bid. The Syndicate Members have
right to reject a bid received from a QIB at the time of receipt of Bids. However, Syndicate Members
shall disclose the reason for not accepting the Bid to the Bidder in writing. In case of Non-
Institutional Bidders, Bids under the Retail Individual Bidders, Bids shall not be rejected except on
the technical grounds listed on page no. [●] in the RHP.
(h) It is to be distinctly understood that the permission given by NSE and BSE to use their network
and software of the online IPO system should not in any way be deemed or construed to mean that
the compliance with various statutory and other requirements by the Company, and BRLM are
cleared or approved by NSE and BSE; nor does it in any manner warrant, certify or endorse the
correctness or completeness of any of the compliance with the statutory and other requirements nor
does it take any responsibility for the financial or other soundness of the Company, its Promoters,
its management or any scheme or project of the Company.
(i) It is also to be distinctly understood that the approval given by NSE and BSE should not in any
way be deemed or construed that this DRHP has been cleared or approved by the NSE and BSE; nor
does it in any manner warrant, certify or endorse the correctness or completeness of any of the
contents of this DRHP; nor does it warrant that the Equity Shares will be listed or will continue to be
listed on the NSE and BSE.
(j) Bids not uploaded to the online IPO system of NSE / BSE shall not be considered for allocations /
allotment.
(a) Bids registered by various Bidders through the members of the Syndicate shall be electronically
transmitted to the NSE or BSE mainframe on an on-line basis. Data would be uploaded on a regular
basis.
(b) The Price Band can be revised during the Bidding Period, in which case the Bidding Period shall
be extended further for a period of three days, subject to the total Bidding Period not exceeding ten
working days.
(c) Any revision in the Price Band will be widely disseminated by informing the stock exchanges, by
issuing a public notice in two national newspapers (one each in English and Hindi) and one regional
newspaper and also indicating the change on the relevant websites and the terminals of the
members of the Syndicate.
(d) The book gets built up at various price levels. This information will be available with the BRLM on
a regular basis.
(e) During the Bidding Period, any Bidder who has registered his or her interest in the Equity Shares
at a particular price level is free to revise his or her Bid within the price band using the printed
Revision Form, which is a part of the Bid-cum- Application Form.
(f) Revisions can be made in both the desired number of Equity Shares and the bid price by using
the Revision Form. The Bidder must complete his or her Bid cum Application Form, the details of all
the options in his or her Bid cum Application Form or earlier Revision Form and revisions for all the
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options as per his Bid cum Application Form or earlier Revision Form. For example, if a Bidder has
bid for three options in the Bid cum Application Form and he is changing only one of the options in
the Revision Form, he must still fill the details of the other two options in the Revision Form
unchanged. Incomplete or inaccurate Revision Forms will not be accepted by the members of the
Syndicate.
(g) The Bidder can make this revision any number of times during the Bidding Period. However, for
any revision(s) in the Bid, the Bidders will have to use the services of the same member of the
Syndicate through whom he or she had placed the original Bid. Bidders are advised to retain copies
of the blank Revision Form and the revised Bid must only be made on that Revision Form.
(h) Any revision of the Bid shall be accompanied by payment in the form of cheque or demand draft
for the incremental amount, if any, to be paid on account of the upward revision of the Bid. The
excess amount, if any, resulting from downward revision of the Bid would be returned to the Bidder
at the time of refund in accordance with the terms of this DRHP. In case of QIBs, the members of the
Syndicate shall collect the payments in the form of cheque or demand draft for the incremental
amount in the QIB Margin Amount, if any, to be paid on account of the upward revision of the Bid at
the time of one or more revisions by the QIB Bidders.
(i) When a Bidder revises his or her Bid, he or she shall surrender the earlier TRS and get a revised
TRS from the members of the Syndicate. It is the responsibility of the Bidder to request for and
obtain the revised TRS, which will act as proof of his or her having revised the previous Bid.
(j) In case of discrepancy of data between NSE or BSE and the members of the Syndicate, the
decision of the BRLM based on the physical records of Bid cum Application forms shall be final and
binding to all concerned.
After the Bid/Issue Closing Date, the BRLM will analyse the demand generated at various price
levels and discuss pricing strategy with the Company.
(a)The Company in consultation with the BRLM shall finalise the “Issue Price”, the number of Equity
Shares to be allotted.
(b)The allocation for QIBs would be upto 50%, of the Issue of which 5% shall be reserved for Mutual
Funds on a proportionate basis. The allocation to Non-Institutional Bidders would be not less than
15% of the Issue Size and allocation for Retail Individual Bidders will be not less than 35% of the
Issue Size on proportionate basis, subject to valid Bids being received at or above the Issue Price.
(c)Under subscription, if any, in the Non-Institutional Portion and / or Retail Portion, would be
allowed to be met with spill over of demand from any of the other categories, at the sole discretion of
the Company and BRLM. However, if the aggregate demand by Mutual Funds is less than 96,152
Equity Shares, the balance Equity Shares available for allocation in the Mutual Fund Portion will
first be added to the QIB Portion and be allocated proportionately to the QIB Bidders. In the event
that the aggregate demand in the QIB Portion has been met, under-subscription, if any, would be
allowed to be met with spill-over from any other category or combination of categories at the
discretion of the Company, in consultation with the BRLM and the Designated Stock Exchange.
(d) Allocation to Non-Residents, FIIs, NRIs, Foreign Venture Capital Funds, Multilateral and Bilateral
Development Financial Institutions registered with SEBI applying on repatriation basis will be
subject to the terms and conditions stipulated by the RBI while granting permission for Allotment of
Equity Shares to them.
(e) The BRLM, in consultation with the Company, shall notify the members of the Syndicate of the
Issue Price and allocations to their respective Bidders, where the full Bid Amount has not been
collected from the Bidders
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(f)The Company reserves the right to cancel the Issue any time after the Bid/Issue Opening Date
without assigning any reasons whatsoever. In terms of the SEBI Guidelines, QIB Bidders shall not
be allowed to withdraw their Bid after the Bid/Issue Closing Date.
(g)The allotment details shall be put on the website of the Registrar to the issue
(a) The Company, the BRLM and the Syndicate Members shall enter into an underwriting agreement
on finalisation of the Issue Price and allocation(s)/allotment to the Bidders
(b) After signing the Underwriting Agreement, the Company will update and file the Prospectus with
RoC, AP which then would be termed ‘Prospectus’. The Prospectus would have details of the Issue
Price, Issue Size, underwriting arrangements and would be complete in all material respects
The Company will file a copy of the Prospectus with the RoC, Andhra Pradesh at Hyderabad in terms
of Section 56, Section 60 and Section 60B of the Companies Act, 1956
Subject to Section 66 of the Companies Act, the Company shall after receiving final observations, if
any, on this DRHP from SEBI, publish an advertisement, in the form prescribed by the SEBI
Guidelines in an English National Daily with wide circulation, one Hindi National Newspaper and a
regional language Newspaper with wide circulation in Andhra Pradesh.
The Company will issue a statutory advertisement after the filing of the Prospectus with the RoC.
This advertisement, in addition to the information that has to be set out in the statutory
advertisement, shall indicate the Issue Price. Any material updates between the date of RHP and the
date of Prospectus will be included in such statutory advertisement.
(a) The BRLM or Registrar to the Issue shall send to the members of the Syndicate a list of their
Bidders who have been allocated Equity Shares in the Issue. The approval of the Designated Stock
Exchange for QIB Bidders may be done simultaneously with or prior to the approval of the basis of
allocation for the Retail Individual and Non-Institutional Bidders. However, Bidders should note that
the Company shall ensure that the date of Allotment of the Equity Shares to all Bidders, in all
categories, shall be done on the same date.
(b) The BRLM or Syndicate Members would then send the CAN to their Bidders who have been
allocated Equity Shares in the Issue. The despatch of a CAN shall be deemed to be valid, binding
and irrevocable contract for the Bidder to pay the entire Issue Price for all the Equity Shares
allocated to such Bidder. Those Bidders who have not paid into the Escrow Account of the Company
at the time of bidding shall pay in full the amount payable into the Escrow Account of the Company
by the Pay-in Date specified in the CAN.
(c) Bidders who have been allocated Equity Shares and who have already paid into the Escrow
Account of the Company at the time of bidding shall directly receive the CAN from the Registrar to
the Issue subject, however, to realisation of their cheque or demand draft paid into the Escrow
Account of the Company. The despatch of a CAN shall be deemed to be a valid, binding and
irrevocable contract for the Bidder to pay the entire Issue Price for all the Equity Shares to be
allotted to such Bidder.
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Notice to QIBs: Allotment Reconciliation and Revised CANs
After the Bid/Issue Closing Date, an electronic book will be prepared by the Registrar on the basis of
Bids uploaded on the BSE/ NSE system. This shall be followed by a physical book prepared by the
Registrar on the basis of Bid-cum-Application Forms received. Based on the electronic book or the
physical book, as the case may be, QIBs may be sent a CAN, indicating the number of Equity Shares
that may be allocated to them. This CAN is subject to the basis of final Allotment, which will be
approved by the Designated Stock Exchange and reflected in the reconciled book prepared by the
Registrar. Subject to SEBI Guidelines, certain Bid applications may be rejected due to technical
reasons, non-receipt of funds, cancellation of cheques, cheque bouncing, incorrect details, etc., and
these rejected applications will be reflected in the reconciliation and basis of Allotment as approved
by the Designated Stock Exchange. As a result, a revised CAN may be required to be sent to QIBs
and the allocation of Equity Shares in such revised CAN may be different from that specified in the
earlier CAN. QIBs should note that they may be required to pay additional amounts, if any, by the
Pay-in Date specified in the revised CAN, for any increased allocation of Equity Shares. The CAN will
constitute the valid, binding and irrevocable contract (subject only to the issue of a revised CAN) for
the QIB to pay the entire Issue Price for all the Equity Shares allocated to such QIB. The revised
CAN, if issued, will supersede in entirely the earlier CAN.
(a) The Company will ensure that the Allotment of Equity Shares is done within 15 days of the Bid
Closing Date/Issue Closing Date. After the funds are transferred from the Escrow Accounts to the
Issue Account on the Designated Date, the Company would ensure the credit to the successful
Bidders’ depository account within two working days of the date of Allotment
(b) All allottees will receive credit for the Equity Shares directly in their depository account. Equity
Shares will be offered only in the dematerialised form to the allottees. Allottees will have the option
to re-materialise the Equity Shares so allotted, if they so desire, as per the provisions of the
Companies Act and the Depositories Act
(c) After the funds are transferred from the Escrow Account to the Public issue Account on the
Designated Date, The Company would allot the Equity Shares to the allottees. The Company would
ensure the allotment of Equity Shares within 15 days of Bid / Issue Closing Date and give
instructions to credit to the allottees’ depository accounts within two working days from the date of
allotment. In case the Company fails to make allotment within 15 days of the Bid/Issue Closing
Date, interest would be paid to the investors at the rate of 15% per annum.
(d) Investors are advised to instruct their Depository Participant to accept the Equity Shares that
may be allocated to them pursuant to this Issue
GENERAL INSTRUCTIONS
Do’s:
Check if you are eligible to apply;
a. Read all the instructions carefully and complete the Resident Bid-cum-Application Form
(white in colour) or Non-Resident Bid-cum-Application Form (blue in colour), as the case may
be;
b. Ensure that the Bid is only within the Price Band;
c. Ensure that the details about Depository Participant and Beneficiary Account are correct as
Equity Shares will be transferred in the dematerialized form only;
d. Ensure that the DP account is activated;
e. Investors must ensure that the name given in the bid cum application form is exactly the
same as the Name in which the Depository Account is held. In case, the Bid cum Application
Form is submitted in joint names, investors should ensure that the Depository Account is
also held in the same joint names and are in the same sequence in which they appear in the
Bid cum Application Form;
f. Ensure that the Bids are submitted at the bidding centres only on forms bearing the stamp of
a member of the Syndicate;
g. Ensure that you have been given a TRS for all your Bid options;
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h. Submit Revised Bids to the same member of the Syndicate through whom the Original Bid
was placed and obtain a revised TRS;
i. Ensure that the Demographic Details (as defined herein below) are updated, true and correct
in all respects; and
j. Ensure that you mention your Permanent Account Number (PAN) allotted under the Income
Tax Act, 1961 where the maximum Bid for Equity Shares by a Bidder is for a total value of
Rs. 50,000 or more and attach a copy of the PAN Card and also submit a photocopy PAN
Card(s) or a communication from the Income Tax authority indicating allotment of PAN along
with the application for the purpose of verification of the number, with the Bid-cum-
Application Form. In case you do not have a PAN, ensure that you provide a declaration in
Form 60 prescribed under the I.T. Act along with the application.
If you have mentioned “Applied For” or “Not Applicable” in the Bid cum Application Form in
the section dealing with PAN number, ensure that you submit Form 60 or 61, as the case
may be, together with permissible documents as address proof.
Dont’s:
Bidders can obtain Bid-cum-Application Forms and / or Revision Forms from the BRLM, or
Syndicate Members.
a. Made only in the prescribed Bid cum Application Form or Revision Form, as applicable (white
colour for Resident Indians and blue colour for NRI or FII or Foreign Venture Capital Fund,
Multilateral and Bilateral Development Financial Institutions applying on repatriation basis.)
b. Completed in full, in BLOCK LETTERS in ENGLISH and in accordance with the instructions
contained herein, the Bid cum Application Form and Revision Form. Incomplete Bid cum
Application Forms or Revision Forms are liable to be rejected.
c. For Retail Individual Bidders, the Bids must be for a minimum of [•] Equity Shares and in
multiples of [•] thereafter subject to a maximum Bid Amount of Rs. 100,000.
d. For Non Institutional and QIB Bidders, Bids must be for a minimum of such number of
Equity Shares that the Bid Amount exceeds Rs. 1,00,000 and in multiples of [•] Equity
Shares thereafter. Bids cannot be made for more than the Issue size. Bidders are advised to
ensure that a single Bid from them should not exceed the investment limits or maximum
number of shares that can be held by them under the applicable laws or regulations.
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e. In single name or in joint names (not more than three).
f. In the names of individuals or in the names of FIIs or in the names of Foreign Venture
Capital Fund, Multilateral and Bilateral Development Financial Institutions but not in the
names of minors, firms or partnerships, foreign nationals (excluding NRIs) or their nominees
or OCBs.
g. Thumb impressions and signatures other than in the languages specified in the Eight
Schedule in the Constitution of India must be attested by a Magistrate or a Notary Public or a
Special Executive Magistrate under his or her official seal.
Bidders should note that on the basis of name of the Bidders, Depository Participant’s name,
Depository Participant’s Identification number and Beneficiary Account Number provided by them in
the Bid cum Application Form, the Registrar to the Issue will obtain from the Depository
demographic details of the Bidders such as address, bank account details including the nine digit
Magnetic Ink Recognition (MICR) Code, for printing on refund orders and occupation (herein after
referred to as Demographic Details). Hence, Bidders should carefully fill in their Depository Account
details in the Bid-cum-Application Form.
These Demographic Details would be used for all correspondence with the Bidders including mailing
of the refund orders/ CANs/Allocation Advice and printing of Bank particulars on the refund order
and the Demographic Details given by Bidders in the Bid -cum application Form would not be used
for these purposes by the Registrar.
Hence, Bidders are advised to update their Demographic Details as provided to their Depository
Participants.
By signing the Bid-cum-Application Form, Bidder would have deemed to authorize the depositories
to provide, upon request, to the Registrar to the Issue, the required Demographic Details as available
on its records.
Refund orders/Allocation Advice/CANs would be mailed at the address of the Bidder as per the
Demographic Details received from the Depositories. Bidders may note that delivery of refund
orders/allocation advice/CANs may get delayed if the same once sent to the address obtained from
the depositories are returned undelivered. In such an event, the address and other details given by
the Bidder in the Bid cum Application Form would be used only to ensure dispatch of refund orders.
Please note that any such delay shall be at the Bidders sole risk and neither the Bank nor the BRLM
shall be liable to compensate the Bidder for any losses caused to the Bidder due to any such delay
or is liable to pay any interest for such delay.
In case no corresponding record is available with the Depositories that match three parameters,
namely, names of the Bidders (including the order of names of joint holders), the Depositary
Participant’s identity (DP ID) and the beneficiary’s identity, then such Bids are liable to be rejected.
The Company in its absolute discretion, reserves the right to permit the holder of the power of
attorney to request the Registrar that for the purpose of printing particulars on the refund order and
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mailing of the refund order / CANs / allocation advice / refunds through electronic transfer of
funds, the Demographic Details given on the Bid-cum-Application Form should be used (and not
those obtained from the Depository of the Bidder). In such cases, the Registrar shall use
Demographic Details as given in the Bid-cum-Application Form instead of those obtained from the
depositories.
Refunds, dividends and other distributions, if any, will be payable in Indian Rupees only and
net of bank charges and / or commission. In case of Bidders who remit money through Indian
Rupee drafts purchased abroad, such payments in Indian Rupees will be converted into US
Dollars or any other freely convertible currency as may be permitted by the RBI at the rate of
exchange prevailing at the time of remittance and will be dispatched by registered post or if
the Bidders so desire, will be credited to their NRE accounts, details of which should be
furnished in the space provided for this purpose in the Bid-cum-Application Form. The
Company will not be responsible for loss, if any, incurred by the Bidder on account of
conversion of foreign currency.
In case of Bids made pursuant to a Power of Attorney or by limited companies, corporate bodies,
registered societies, a certified copy of the Power of Attorney or the relevant resolution or authority,
as the case may be, along with a certified copy of the Memorandum and Articles of Association
and/or Bye Laws must be lodged along with the Bid-cum-Application Form. Failing this, the
Company reserves the right to accept or reject any Bid in whole or in part, in either case, without
assigning any reason thereof.
In case of Bids made pursuant to a Power of Attorney by FIIs, a certified copy of the Power of
Attorney or the relevant resolution or authority, as the case may be, along with a certified copy of
their SEBI registration certificate must be lodged along with the Bid-cum-Application Form. Failing
this, the Company reserves the right to accept or reject any Bid in whole or in part, in either case,
without assigning any reason thereof.
In case of Bids made by Insurance Companies registered with the Insurance Regulatory and
Development Authority, a certified copy of certificate of registration issued by Insurance Regulatory
and Development Authority must be lodged along with the Bid-cum-Application Form. Failing this,
the Company reserves the right to accept or reject any Bid in whole or in part, in either case, without
assigning any reason thereof.
In case of Bids made by provident funds with minimum corpus of Rs.250 Mn and pension funds
with minimum corpus of Rs.250 Mn, a certified copy of certificate from a chartered accountant
certifying the corpus of the provident fund/ pension fund must be lodged along with the Bid-cum-
Application Form. Failing this, the Company reserves the right to accept or reject any Bid in whole or
in part, in either case, without assigning any reason thereof.
In case of Bids made by mutual fund registered with SEBI, Venture Capital Fund registered with
SEBI and Foreign Venture Capital investor registered with SEBI, a certified copy of their SEBI
registration certificate must be submitted with the Bid cum Application Form. Failing this, the
Company reserves the right to accept or reject any Bid in whole or in part, in either case without
assigning any reason thereof.
The Company in its absolute discretion, reserves the right to relax the above condition of
simultaneous lodging of the Power of Attorney along with the Bid cum Application form, subject to
such terms that the Company may deem fit, in consultation with the BRLM.
Bids by NRIs, FIIs, Foreign Venture Capital Funds registered with SEBI on a repatriation basis
NRI, FIIs and Foreign Venture Capital funds Bidders to comply with the following: Individual NRI
Bidders can obtain the Bid cum Application Forms from the Registered Office of the Company or
from members of the Syndicate or the Registrar to the Issue.
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NRI Bidders may please note that only such Bids as are accompanied by payment in free foreign
exchange through approved banking channels shall be considered for allotment.
NRIs who intend to make payment through Non-Resident Ordinary (NRO) accounts shall use the Bid
Cum Application form meant for Resident Indians (white in colour).
On the Bid-cum-Application Form or the Revision Form, as applicable, (blue in colour), and
completed in full in BLOCK LETTERS in ENGLISH in accordance with the instructions contained
therein.
By NRIs – For a minimum of [●] Equity Shares and in multiples of [●] thereafter subject to a
maximum Bid amount of Rs.1,00,000 for the Bid to be considered as part of the Retail Portion. Bids
for Bid Amount more than Rs.100,000 would be considered under Non Institutional Category for the
purposes of allocation. For further details see “Maximum and Minimum Bid Size” on page no. [●] of
the RHP.
By FIIs – for a minimum of such number of Equity Shares and in multiples of [•] that the Bid
Amount exceeds Rs. 100,000. For further details see section titled “Maximum and Minimum Bid
Size” on page no. [●] of the RHP.
In the names of individuals or in the names of FIIs or in the names of Foreign Venture Capital Fund,
Multilateral and Bilateral Development Financial Institutions but not in the names of minors, firms
or partnerships, foreign nationals (excluding NRIs) or their nominees or OCBs.
The Company does not require approvals from FIPB or RBI for the transfer of Equity Shares in this
Issue to eligible NRIs, FIIs, foreign venture capital investors registered with SEBI and multilateral
and bilateral institutions. As per the RBI regulations, OCBs are not permitted to participate in the
Issue.
There is no reservation for Non-Residents, NRIs, FIIs and foreign venture capital funds and all Non-
Residents, NRIs, FIIs and foreign venture capital funds applicants will be treated on the same basis
with other categories for the purpose of allocation.
The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act") or any state securities laws in the United States and may not be
offered or sold within the United States or to, or for the account of benefit of, "U.S. Persons" (as
defined in the Regulation S of the Securities Act), except pursuant to any exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act. Accordingly, the
Equity Shares may be offered and sold only (i) in United States to ‘qualified institutional buyers’ as
defined in Rule 144A of the Securities Act, and (ii) outside the United States in compliance with
Regulations and the applicable laws of the jurisdiction where those offers and sales occur.
Payment Instructions
The Company shall open an Escrow Account(s) with the Escrow Collection Bank(s) for the collection
of the Bid Amounts payable upon submission of the Bid-cum-Application Form and for amounts
payable pursuant to allocation in the Issue.
Each Bidder shall draw a cheque or demand draft for the amount payable on the Bid and/or on
allocation as per the following terms:
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Payment into Escrow Account to the Issue:
(i) The Bidders for whom the applicable margin is equal to 100% shall, with the submission of the
Bid cum Application Form draw a payment instrument for the Bid Amount in favour of the Escrow
Account of the Company and submit the same to the members of the Syndicate.
(ii) In case the above Margin Amount paid by the Bidders during the Bidding Period is less than the
Issue Price multiplied by the Equity Shares allocated to the Bidder, the balance amount shall be
paid by the Bidders into the Escrow Account within the period specified in the CAN which shall be
subject to a minimum period of two days from the date of communication of the allocation list to the
Syndicate Member by the BRLMs.
(iii) The payment instruments for payment into the Escrow Account of the Company should be
drawn in favour of:
In case of Non Resident Bidders: “Escrow Account – Alkali Metals Public Issue -NR”
In case of Resident QIBs: “Escrow Account – Alkali Metals Public Issue – QIB-R”
In case of Non-Resident QIBs: “Escrow Account – Alkali Metals Public Issue – QIB-NR”
In case of Bids by NRIs applying on repatriation basis, the payments must be made through INR
Drafts purchased abroad or cheques or bank drafts, for the amount payable on application remitted
through normal banking channels or out of funds held in Non-Resident External (NRE) Accounts or
Foreign Currency Non-Resident (FCNR) Accounts, maintained with banks authorised to deal in
foreign exchange in India, along with documentary evidence in support of the remittance. Payment
will not be accepted out of Non-Resident Ordinary (NRO) Account of Non-Resident bidder bidding on
a repatriation basis. Payment by drafts should be accompanied by Bank Certificate confirming that
the draft has been issued by debiting to NRE or FCNR Account.
In case of Bids by FIIs, the payment should be made out of funds held in Special Rupee Account
along with documentary evidence in support of the remittance. Payment by drafts should be
accompanied by Bank Certificate confirming that the draft has been issued by debiting to Special
Rupee Account.
(iv) Where a Bidder has been allocated a lesser number of Equity Shares than the Bidder has Bid for,
the excess amount, if any, paid on bidding, after adjustment towards the balance amount payable
on the Equity Shares allocated, will be refunded to the Bidder from the Refund Account of the
Company.
(v) The monies deposited in the Escrow Account of the Company will be held for the benefit of the
Bidders until Designated Date.
(vi) On the Designated Date, the Escrow Collection Banks shall transfer the funds from the Escrow
Account of the Company as per the terms of the Escrow Agreement into the Issue Account and the
Refund account with the Bankers to the Issue.
(vii) On the Designated Date and no later than 15 days from the Bid/Issue Closing Date, the Refund
Bank shall also refund all amounts payable to unsuccessful bidders and also the excess amount
paid on Bidding, if any, after adjusting for allocation to the Bidders
Payments should be made by cheque or demand draft drawn on any Bank (including a Co-
Operative Bank), which is situated at, and is a member of or sub-member of the banker’s
clearing house located at the centre where the Bid-cum-Application Form is submitted.
Outstation cheques /bank drafts drawn on banks not participating in the clearing process will
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not be accepted and applications accompanied by such cheques or bank drafts are liable to be
rejected. Cash/ Stockinvest/ Money Orders/Postal Orders will not be accepted.
Payment by Stockinvest
In terms of RBI Circular No. DBOD No. FSC BC 42/24.47.00/2003-04 dated 5 November, 2003, the
Stockinvest Scheme has been withdrawn with immediate effect. Hence, payment through stockinvest
would not be accepted in this Issue.
All Bid-cum-Application Forms or Revision Forms duly completed and accompanied by account
payee cheques or drafts shall be submitted to the Syndicate Member at the time of submission of the
Bid. At the time of submission of Bid-cum-Application Form and Revision Form, each member of the
Syndicate shall collect the 10% or 100% Margin Amount as may be applicable.
No separate receipts shall be issued for the money payable on the submission of Bid cum
Application Form or Revision Form. However, the collection centre of the BRLM or Syndicate Member
will acknowledge the receipt of the Bid cum Application Forms or Revision Forms by stamping and
returning to the Bidder the acknowledgement slip. This acknowledgement slip will serve as the
duplicate of the Bid cum Application Form for the records of the Bidder.
Other Instructions
Bids may be made in single or joint names (not more than three). In the case of joint Bids, all
payments will be made out in favour of the Bidder whose name appears first in the Bid-cum-
Application Form or Revision Form (“First Bidder”). All communications will be addressed to the
First Bidder and will be despatched to his or her address.
Multiple Bids
A Bidder should submit only one Bid (and not more than one) for the total number of Equity Shares
required. Two or more Bids will be deemed to be multiple Bids if the sole or First Bidder is one and
the same.
In case of a mutual fund, a separate Bid can be made in respect of each scheme of the mutual fund
registered with SEBI and such Bids in respect of more than one scheme of the mutual fund will not
be treated as multiple bids provided that the Bids clearly indicate the name of scheme concerned for
which the Bid has been made. The application made by the AMCs or custodians of a mutual fund
shall clearly indicate the name of the concerned scheme for which application is being made.
The Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or
all categories.
PAN
Where Bid(s) is/are for Rs.50,000 or more, the Bidder or in the case of a Bid in joint names, each of
the Bidders, should mention his/her Permanent Account Number (PAN) allotted under the I.T.Act.
The copy of the PAN card or PAN allotment letter is required to be submitted with the application
form. Applications without this information and documents will be considered incomplete and are
liable to be rejected. It is to be specifically noted that Bidders should not submit the GIR
number instead of the PAN as the Bid is liable to be rejected on this ground. In case the
Sole/First Bidder and Joint Bidder(s) is/are not required to obtain PAN, each of the Bidder(s) shall
mention “Not Applicable” and in the event that the sole Bidder and/or the joint Bidder(s) have
applied for PAN which has not yet been allotted each of the Bidder(s) should mention “Applied for” in
the Bid cum Application Form. Further, where the Bidder(s) has mentioned “Applied for” or “Not
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Applicable”, the Sole/First Bidder and each of the Joint Bidder(s), as the case may be, would be
required to submit Form 60(Form of declaration to be filed by a person who does not have a
permanent account number and who enters into any transaction specified in rule 114B), or, Form
61 (form of declaration to be filed by a person who has agricultural income and is not in receipt of
any other income chargeable to income tax in respect of transactions specified in rule 114B), as may
be applicable, duly filled along with a copy of any one of the following documents in support of the
address: (a) Ration Card (b) Passport (c) Driving License (d) Identity Card issued by any institution
(e) Copy of the electricity bill or telephone bill showing residential address (f) Any document or
communication issued by any authority of the Central Government, State Government or local
bodies showing residential address (g)Any other documentary evidence in support of address given
in the declaration. It may be noted that Form 60 and Form 61 have been amended vide a notification
issued on December 1, 2004 by the Ministry of Finance, Department of Revenue, Central Board of
Direct Taxes. All Bidders are requested to furnish, where applicable, the revised Form 60 or 61 as
the case may be.
With effect from July 1, 2005, SEBI had decided to suspend all fresh registrations for obtaining UIN
and the requirement to contain/quote UIN under the SEBI MAPIN Regulations/Circulars vide its
circular MAPIN/Cir- 13/2005. However, in a recent press release dated December 30, 2005, SEBI
has approved certain policy decisions and has now decided to resume registrations for obtaining
UINs in a phased manner. The press release states that the cut off limit for obtaining UIN has been
raised from the existing limit of trade order value of Rs. 100,000 to Rs. 500,000 or more. The limit
will be reduced progressively. For trade order value of less than Rs. 500,000, an option will be
available to investors to obtain either the PAN or UIN. SEBI has stated in the press release that
these changes will be implemented only after necessary amendments are made to the SEBI MAPIN
Regulations. Therefore, MAPIN is not required to be quoted with the Bids.
The Syndicate Members have right to reject a Bid received from QIB at the receipt of the Bids.
However, the Syndicate Members shall disclose the reasons in writing for not accepting the Bid to
the Bidder. In case of Non-Institutional Bidders and Retail Individual Bidders, The Company &
BRLM have a right to reject bids based on technical grounds. Consequent refunds shall be made by
cheque or pay order or draft and will be sent to the bidder’s address at the Bidder’s risk.
Bidders are advised to note that Bids are liable to be rejected on among others, the following
technical grounds:
a. Amount paid doesn’t tally with the highest number of Equity Shares bid for;
c. Bids by Persons not competent to contract under the Indian Contract Act, 1872, including
minors, insane Persons;
d. PAN not given if Bid is for Rs. 50,000 or more or Copy of Form 60 or Form 61 as required not
given;
e. Bids for lower number of Equity Shares than specified for that category of investors;
g. Bids at a price more than the higher end of the Price Band;
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i. Bids for number of Equity Shares which are not in multiples of [●];
l. In case of Bid under power of attorney or by limited companies, corporate, trust etc., relevant
documents are not submitted;
m. Bid-cum-Application Form does not have the stamp of the BRLM, or Syndicate Members;
o. Bid-cum-Application Forms are not delivered by the Bidders within the time prescribed as per the
Bid-cum-Application Form, Bid/Issue Opening Date advertisement and the RHP and as per the
instructions in the RHP and the Bid cum-Application Form
p. Bids for amounts greater than the maximum permissible amounts prescribed by the regulations.
s. Bids by OCBs;
t. In case no corresponding record is available with the Depositories that matches the parameters
namely, names of the Bidders (including the sequence of names of joint holders), the depositary
participant’s identification number (DP ID) and beneficiary account number.
u. Bids by U.S residents or US persons other than “qualified institutional buyers” as defined in Rule
144A of the U.S. Securities Act of 1933.
As per the provisions of Section 68B of the Companies Act, the Equity Shares in this Issue shall be
allotted only in a de-materialised form, (i.e. not in the form of physical certificates but be fungible
and be represented by the statement issued through the electronic mode). In this context, two
tripartite agreements have been signed amongst the Company, Registrars to the Issue and the
Depositories:
A tripartite agreement dated [●] with NSDL, the Company and Registrars to the Issue;
A tripartite agreement dated [●] with CDSL, the Company and Registrars to the Issue;
All bidders can seek allotment only in dematerialised mode. Bids from any investor without
relevant details of his or her depository account are liable to be rejected.
A Bidder applying for Equity Shares must have at least one beneficiary account with either of the
Depository Participants of either NSDL or CDSL prior to making the Bid.
The Bidder must necessarily fill in the details (including the Beneficiary Account Number and
Depository Participant’s Identification number) appearing in the Bid-cum-Application Form or
Revision Form.
Equity Shares allotted to a successful Bidder will be credited in electronic form directly to the
beneficiary account (with the Depository Participant) of the Bidder.
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Names in the Bid-cum-Application Form or Revision Form should be identical to those appearing in
the account details in the Depository. In case of joint holders, the names should necessarily be in
the same sequence as they appear in the account details in the Depository.
If incomplete or incorrect details are given under the heading ‘Bidders Depository Account details’ in
the Bid-cum-Application Form or Revision Form, it is liable to be rejected.
The Bidder is responsible for the correctness of his or her demographic details given in the Bid-cum-
Application Form vis-à-vis those with his or her Depository Participant.
It may be noted that Equity Shares in electronic form can be traded only on the stock exchanges
having electronic connectivity with NSDL and CDSL. All the Stock Exchanges where the Company’s
Equity Shares are proposed to be listed have electronic connectivity with CDSL and NSDL.
The trading of the Equity Shares of the Company would be in dematerialised form only for all
investors.
Communications
All future communications in connection with Bids made in this Issue should be addressed to the
Registrar to the Issue quoting the full name of the sole or first Bidder, Bid-cum-Application Form
number, details of depository participant, number of Equity Shares applied for, date of bid cum
application Form, name and address of the member of the syndicate where the bid was submitted
and cheque or draft number and issuing bank thereof.
The Company has appointed Mr.P.S.R.Swami, CFO & Company Secretary as the Compliance Officer.
He can be contacted at the Registered Office of the Company.
The Investors can contact the Compliance Officer in case of any pre-issue or post-issue
related problems such as non-receipt of letters of allotment, credit of allotted shares in the
respective beneficiary account, refund orders, etc.
The Company shall ensure dispatch of allotment advice, refund orders and give benefit to the
beneficiary account with Depository Participants and submit the documents pertaining to the
allotment to the Stock Exchanges within two working days of date of finalisation of allotment of
Equity Shares. The Company shall dispatch refund orders above Rs. 1,500/-, if any, by registered
post or speed post at the sole or first Bidder’s sole risk, except for Bidders who have opted to receive
refunds through the ECS facility or RTGS or NEFT or Direct Credit.
The Company shall use best efforts to ensure that all steps for completion of the necessary
formalities for allotment and trading at all the Stock Exchanges where the Equity Shares are
proposed to be listed, are taken within seven working days of finalisation of the basis of allotment.
In accordance with the Companies Act, the requirements of the Stock Exchanges and SEBI
Guidelines, the Company further undertakes that:
a. allotment of Equity Shares shall be made only in dematerialised form within 15 working days of
the Bid/Issue Closing Date;
b. refunds will be done within 15 working days of the Bid/Issue Closing Date at the sole or first
Bidder’s sole risk;
Interest in case of delay in dispatch of Allotment Letters/ Refund Orders / demat credit in
case of public issues – the Company shall pay interest at 15% per annum (for any delay beyond the
15 day time period as mentioned above), if allotment or demat credits is not made, refund orders are
not dispatched / or if, in a case where the refund or portion thereof is made in electronic manner,
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the refund instructions have not been given to the clearing system in the disclosed manner within
15 days from Bid/Issue Closing Date.
The Company will provide adequate funds required for dispatch of refund orders or allotment
advice to the Registrar to the Issue.
No separate receipts shall be issued for the money payable on the submission of Bid cum
Application Form or Revision Form. However, the collection centre of the Syndicate Member will
acknowledge the receipt of the Bid-cum-Application Forms or Revision Forms by stamping and
returning to the Bidder the acknowledgement slip. This acknowledgement slip will serve as the
duplicate of the Bid cum Application Form for the records of the Bidder.
Bidders should note that on the basis of name of the Bidders, Depository Participant’s name,
Depository Participant-Identification number and Beneficiary Account Number provided by them in
the Bid cum Application Form, the Registrar to the Issue will obtain from the Depository the Bidders
bank account details including nine digit MICR code. Hence, Bidders are advised to immediately
update their bank account details as appearing on the records of the depository participant. Please
note that failure to do so could result in delays in credit of refunds to Bidders at the Bidders sole
risk and neither the BRLM nor the Bank shall have any responsibility and undertake any liability for
the same.
The payment of refund, if any, would be done through various modes as given hereunder:
1. ECS - Payment of refund would be done through ECS for applicants having an account at any of
the following fifteen centres: Ahmedabad, Bangalore, Bhubaneshwar, Kolkata, Chandigarh, Chennai,
Guwahati, Hyderabad, Jaipur, Kanpur, Mumbai, Nagpur, New Delhi, Patna and
Thiruvananthapuram. This mode of payment of refunds would be subject to availability of complete
bank account details including the MICR code as appearing on a cheque leaf, from the Depositories.
The payment of refunds is mandatory for applicants having a bank account at any of the
abovementioned fifteen centres, except where the applicant, being eligible, opts to receive refund
through NEFT, direct credit or RTGS.
2. Direct Credit - Applicants having bank accounts with the Refund Banker(s), as mentioned in the
Bid cum Application Form, shall be eligible to receive refunds through direct credit. Charges, if any,
levied by the Refund Bank(s) for the same would be borne by the Company.
3. RTGS - Applicants having a bank account at any of the abovementioned fifteen centres and whose
refund amount exceeds Rs. 1 million, have the option to receive refund through RTGS. Such eligible
applicants who indicate their preference to receive refund through RTGS are required to provide the
IFSC code in the Bid-cum-application Form. In the event the same is not provided, refund shall be
made through ECS. Charges, if any, levied by the Refund Bank(s) for the same would be borne by
the Company. Charges, if any, levied by the applicant’s bank receiving the credit would be borne by
the applicant.
4. NEFT (National Electronic Fund Transfer) - Payment of refund shall be undertaken through NEFT
wherever the applicants’ bank has been assigned the Indian Financial System Code (IFSC), which
can be linked to a Magnetic Ink Character Recognition (MICR), if any, available to that particular
bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately prior to
the date of payment of refund, duly mapped with MICR numbers. Wherever the applicants have
registered their nine digit MICR number and their bank account number while opening and
operating the demat account, the same will be duly mapped with the IFSC Code of that particular
bank branch and the payment of refund will be made to the applicants through this method. The
process flow in respect of refunds by way of NEFT is at an evolving stage and hence use of NEFT is
subject to operational feasibility, cost and process efficiency.
5. For all other applicants, including those who have not updated their bank particulars with the
MICR code, the refund orders will be despatched under certificate of posting for value up to
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Rs. 1,500/- and through Speed Post/ Registered Post for refund orders of Rs.1,500/- and above.
Such refunds will be made by cheques, pay orders or demand drafts drawn on the Escrow Collection
Banks and payable at par at places where Bids are received. Bank charges, if any, for cashing such
cheques, pay orders or demand drafts at other centres will be payable by the Bidders.
The Company shall pay interest at the rate of 15% per annum on the excess Bid Amount received if
refund orders are not dispatched within 15 working days from the Bid/Issue Closing Date as per the
Guidelines issued by the GoI, Ministry of Finance pursuant to their letter No.F/8/S/79 dated July
31, 1983, as amended by their letter No. F/14/SE/85 dated September 27, 1985, addressed to the
stock exchanges, and as further modified by SEBI’s Clarification XXI dated October 27, 1997, with
respect to the SEBI Guidelines.
Bids received from the Retail Individual Bidders at or above the Issue Price shall be grouped together
to determine the total demand under this category. The allotment to all the successful Retail
Individual Bidders will be made at the Issue Price.
The Issue size, less allotment to Non Institutional Bidders, QIB Bidders shall be available for
allotment to Retail Individual Bidders who have bid in the Issue at a price that is equal to or greater
than the Issue Price.
If the aggregate demand in this category is less than or equal to 1,346,135 Equity Shares at or above
the Issue Price, full allotment shall be made to the Retail Individual Bidders to the extent of their
demand.
If the aggregate demand in this category is greater than 1,346,135 Equity Shares at or above the
Issue Price, the allotment shall be made on a proportionate basis subject to minimum allocation
being equal to the minimum bid/application size of [●] Equity Shares. For the method of
proportionate basis of allotment, please refer to “method of proportionate basis of allotment” on page
no.[●]- of the RHP.
Bids received from Non institutional Bidders at or above the Issue Price shall be grouped together to
determine the total demand under this category. The allotment to all successful Non Institutional
Bidders will be made at the Issue Price.
The Issue size, less allotment to QIBs Bidders, Retail Individual Bidders shall be available for
allotment to Non Institutional Bidders who have bid in the Issue at a price that is equal to or greater
than the Issue Price.
If the aggregate demand in this category is less than or equal to 576,915 Equity Shares at or above
the Issue Price, full allotment shall be made to Non Institutional Bidders to the extent of their
demand.
In case the aggregate demand in this category is greater than 576,915 Equity Shares at or above the
Issue Price, allotment shall be made on a proportionate basis subject to minimum allocation being
equal to the minimum bid/application size of [●] Equity Shares. For the method of proportionate
basis of allotment please refer to “method of proportionate basis of allotment” on page no.[●] of the
RHP.
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C. For QIBs
Upto 50% of the Issue to the Public i.e. 1,923,050 Equity shares shall be allotted to QIBs of which
5% is reserved for Mutual Funds i.e., 96,152 Equity Shares and balance shares will be available for
allocation to all QIBs including Mutual Funds on proportionate basis.
Bids received from the QIB Bidders at or above the Issue Price shall be grouped together to
determine the total demand under this category. The allotment to all the QIBs will be made at the
Issue Price.
The Issue size, less allotment to Non Institutional Bidders, Retail Individual Bidders, shall be
available for allotment to QIBs who have bid in the Issue at a price that is equal to or greater than
the Issue Price.
(a) In the first instance allocation to Mutual Funds for up to 5% of the QIB Portion shall be
determined as follows:
(i) In the event that Bids from Mutual Fund exceeds 5% of the QIB Portion, allocation to Mutual
Funds shall be done on a proportionate basis for up to 5% of the QIB Portion.
(ii) In the event that the aggregate demand from Mutual Funds is less than 5% of the QIB Portion,
then all Mutual Funds shall get full allotment to the extent of valid bids received above the Issue
Price.
(iii) Equity Shares remaining unsubscribed, if any, not allocated to Mutual Funds shall be available
to all QIB Bidders as set out in (b) below;
(b) In the second instance allocation to all QIBs shall be determined as follows:
(i). The number of Equity Shares available for this category shall be the QIB Portion less allocation
only to Mutual Funds as calculated in (a) above.
(ii). The subscription level for this category shall be determined based on the overall subscription in
the QIB Portion less allocation only to Mutual Funds as calculated in (a) above.
(iii). Based on the above, the level of the subscription shall be determined and proportionate
allocation to all QIBs including Mutual Funds in this category shall be made.
(iv). The aggregate allotment to QIB Bidders shall be upto 1,923,050 Equity Shares
Under subscription if any in the Non-Institutional and Retail Individual categories would be allowed
to be met with spill over from any other category by the Company in consultation with BRLM.
The Syndicate Members have the right to reject the Bid received from QIB at the time of receipt of
the Bids. However, the Syndicate Members shall disclose the reasons in writing for not accepting the
Bid to the Bidder. In case of Non- Institutional Bidders and Retail Individual Bidders, the Company
has a right to reject bids based on technical grounds. In case a Bid is rejected in full, the whole of
the Bid Amount will be refunded to the Bidder within 15 days of the Bid/Issue Closing Date. In case
a Bid is rejected in part, the excess Bid Amount will be refunded to the Bidder within 15 days of the
Bid/Issue Closing Date. The Company will ensure allotment of the Equity Shares within 15 days
from the Bid/Issue Closing Date, and the Company shall pay interest at the rate of 15% per annum
(for any delay beyond the periods as mentioned above), if Equity Shares are not allotted, refund
orders are not dispatched and/ or demat credits are not made to investors within two working days
from the date of finalisation of the basis of allotment.
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Method of proportionate basis of allocation in the QIB, Retail, Non-Institutional Portions
In the event of the Issue being over-subscribed, the Company shall finalize the basis of allotment in
consultation with the Designated Stock Exchange. The Executive Director (or any other senior
official nominated by them) of the Designated Stock Exchange along with the BRLM and the
Registrar to the Issue shall be responsible for ensuring that the basis of allotment is finalized in a
fair and proper manner.
The allotment shall be made in multiples of one share, on a proportionate basis as explained below:
(a) Bidders will be categorized according to the number of Equity Shares applied for by them.
(b) The total number of Equity Shares to be allotted to each portion as a whole shall be arrived at on
a proportionate basis, being the total number of Equity Shares applied for in that portion (number of
Bidders in the portion multiplied by the number of Equity Shares applied for) multiplied by the
inverse of the over-subscription ratio.
(c) In case the proportionate allotment to any Bidders is in fractions, then the same would be
rounded off to the nearest integer.
(d) Number of Equity Shares to be allotted to the successful Bidders will be arrived at on a
proportionate basis, being the total number of Equity Shares applied for by each Bidder in that
portion multiplied by the inverse of the over-subscription ratio.
(e) If the proportionate Allotment to a Bidder is a number that is more than [●] but is not a multiple
of one (which is the market lot), the decimal would be rounded off to the higher whole number if that
decimal is 0.5 or higher. If that number is lower than 0.5, it would be rounded off to the lower whole
number. Allotment to all Bidders in such categories would be arrived at after such rounding off.
(f) In all Bids where the proportionate Allotment is less than [●] Equity Shares per Bidder, the
Allotment shall be made as follows:
The successful Bidders out of the total Bidders for a portion shall be determined by draw of lots in a
manner such that the total number of Equity Shares Allotted in that portion is equal to the number
of Equity Shares calculated in accordance with (b) above; and
If the Equity Shares allocated on a proportionate basis to any portion are more than the Equity
Shares allotted to the Bidders in that portion, the remaining Equity Shares available for Allotment
shall be first adjusted against any other portion, where the Equity Shares are not sufficient for
proportionate Allotment to the successful Bidders in that portion. The balance Equity Shares, if any,
remaining after such adjustment will be added to the portion comprising Bidders applying for
minimum number of Equity Shares.
In case of revision in the Price Band, the Bidding/Issue Period will be extended for three
additional days after revision of Price Band. Any revision in the Price Band and the revised
Bid/Issue Period, if applicable, will be widely disseminated by notification to NSE and BSE by
issuing a press release, and also by indicating the change on the web site of the BRLM and at
the terminals of the Syndicate.
a. that the complaints received in respect of this Issue shall be attended to expeditiously and
satisfactorily;
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b. that all steps will be taken for the completion of the necessary formalities for listing and
commencement of trading at all the stock exchanges where the Equity Shares are proposed
to be listed within seven working days of finalisation of the basis of allotment;
c. that the funds required for despatch of refund orders or allotment advice by registered post
or speed post shall be made available to the Registrar to the Issue;
d. that where refunds are made through electronic transfer of funds, a suitable communication
shall be sent to the applicant within 15 working days of closure of the issue, giving details of
the bank where refunds shall be credited along with amount and expected date of electronic
credit of refund.
e. that the refund orders or allotment advice to the NRIs or FIIs shall be dispatched within the
specified time; and
f. that no further issue of Equity Shares shall be made till the Equity Shares issued through
this DRHP are listed or until the bid monies are refunded on account of non-listing, under-
subscription etc.
a. all monies received out of this Issue shall be transferred to a separate bank account other
than the bank account referred to in sub-section (3) of Section 73 of the Companies Act;
b. details of all monies utilized out of this Issue referred above shall be disclosed under an
appropriate separate head in the balance sheet of the Company indicating the purpose for
which such monies have been utilised; and
c. details of all unutilised monies out of this Issue, if any, shall be disclosed under an
appropriate separate head in the balance sheet of the Company indicating the form in which
such unutilized monies have been invested.
The Company shall not have recourse to the Issue proceeds until approval for trading of Equity
Shares from all the stock exchanges where listing is sought is received.
Foreign investment in Indian securities is regulated through the industrial policy of GoI (“The
Industrial Policy”) and FEMA. While the Industrial Policy prescribes the limits and the conditions
subject to which foreign investment can be made in different sectors of the Indian economy, FEMA
regulates the precise manner in which such investment may be made. Under the Industrial Policy,
unless specifically restricted, foreign investment is freely permitted in all sectors of Indian economy
to any extent and without any prior approvals, but the foreign investor is required to follow certain
prescribed procedures for making such investment. The government bodies responsible for granting
foreign investment approvals are the Foreign Investment Promotion Board of the Government of
India (“FIPB”) and the RBI. Under present regulations, the maximum permissible FII investment in
the Company is restricted to 24% of the total issued capital. This can be raised to 100% by adoption
of a Board resolution and special resolution by the shareholders; however, as of the date hereof, no
such resolution has been recommended to the Board or the shareholders for adoption.
By way of Circular No. 53 dated 17 December, 2003, the RBI has permitted FIIs to subscribe to
shares of an Indian company in a public Issue without prior RBI approval, so long as the price of
Equity Shares to be issued is not less than the price at which Equity Shares are issued to residents.
The transfer of Equity Shares of NRIs, FIIs, and Foreign Venture Capital Investors registered with
SEBI and Multilateral and Bilateral Development Financial institutions shall be subject to the
conditions as may be prescribed by the Government of India or RBI while granting such approvals.
Foreign Investment
Foreign investment in India is regulated by the Foreign Exchange Management Act, 1999 (FEMA),
the regulations framed by the Reserve Bank of India (RBI) and policy guidelines issued by the
Ministry of Industry (through various Press Notes issued from time to time). Foreign investment in
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companies involved in the manufacture of Iron castings is under the automatic route (i.e., prior
approval of the Foreign Investment Promotion Board (FIPB) is not required).
Foreign investment by way of subscription to equity shares in companies in the above sector
currently does not require the prior approval of the RBI or the FIPB, except for a post subscription
filing with the RBI in Form FC-GPR within 30 days from the issue of shares by the Company. GoI
has indicated that in all cases where foreign direct investment is allowed on an automatic basis
without FIPB approval, the RBI would continue to be the primary agency for the purposes of
monitoring and regulating foreign investment.
Transfers of equity shares previously required the prior approval of the FIPB. However, vide a RBI
circular dated 4 October, 2004 issued by the RBI, the transfer of shares between an Indian resident
and a non resident does not require the prior approval of the FIPB or the RBI, provided that (i) the
activities of the investee company are under the automatic route under the foreign direct investment
(FDI) Policy and transfer does not attract the provisions of the SEBI (Substantial Acquisition of
Shares and Takeovers) Regulations, 1997 (ii) the non-resident shareholding is within the sectoral
limits under the FDI policy, and (iii) the pricing is in accordance with the guidelines prescribed by
the SEBI/RBI.
The Company under Section 111A of the Companies Act, 1956 shall have right to rectify the register
of members to comply with the Companies Act
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SECTION IX: DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF
ASSOCIATION
Pursuant to the provisions of Schedule II of the Companies Act and the SEBI Guidelines, the main
provisions of the Articles of Association relating to voting rights, dividend, lien, forfeiture, restrictions
on transfer and transmission of Equity Shares and other main provisions are as detailed below.
Each provision herein below is numbered as per the corresponding article number in the Articles of
Association and capitalized terms used in this section have the meaning that has been given to such
terms in the Articles of Association of the Company.
SHARE CAPITAL
3. The Authorised Share Capital of the company shall be as specified in clause V of the
Memorandum of Association of the Company.
4. Subject to the provisions of Section 81 of the Act and these Articles, the shares in the capital of
the company for the time being shall be under the control of the directors who may issue, allot or
otherwise dispose of the same or any of them to such person, in such proportion and on such
terms and conditions and either at a premium or at par or (subject to the compliance with the
provision of section 79 of the Act) at a discount and at such time as they may from time to time
think fit and with sanction of the company in the General Meeting to give to any person or
persons the option or right to call for any shares either at par or premium during such time and
for such consideration as the directors think fit, and may issue and allot shares In the capital of
the company on payment In full or part of any property sold and transferred or for any services
rendered to the company in the conduct of its business and any shares which may so be allotted
may be issued as fully paid up shares and if so issued, shall be deemed to be fully paid shares.
Provided that option or right to call of shares shall not be given to any person or persons without
the Sanction of the company in the General Meeting.
5. Any application signed by or on behalf of an applicant for shares in the Company, followed by
allotment of any shares therein, shall be an acceptance of shares within the meaning of these
Articles; and every person who thus or otherwise accepts any shares and whose name is on the
register shall, for the purposes of the Articles, be a member.
6.
1) If at any time the share capital is divided into (Different classes of shares, the rights attached
to any class (unless otherwise provided by the terms of issue of the shares of that class) may,
subject to the provisions of Sections 106 and 107 of the Act and whether or not the company
is being wound up be varied with the consent in writing of the holders of three fourths of the
issued shares of that class or with a sanction of a resolution passed at a separate meeting of
the holders of the shares of that class.
2) Subject to the provisions of Sections 170 (2) (a) and (b) of the Act, to every such separate
meeting, the provisions of these regulations relating to meetings shall mutatis mutandis
apply, but so that the necessary quorum shall be five persons at least holding or
representing by proxy or one-third of the issued shares of the class in question.
3) Where at any time after the expiry of two years from the formation of the company or at any
time after the expiry of one year from the allotment of shares in the company made for the
first time after its formation, whichever is earlier, it Is proposed to increase the subscribed
capital of the company by allotment of further shares then :
(a) Such further shares shall be offered to the persons who, at the date of the offer, are
holders of the equity shares of the company, in proportion, as nearly as
circumstances admit, to the capital paid-up on those at that date;
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(b) The offer aforesaid shall be made by a notice specifying the number of shares offered
and limiting a time not being less than fifteen days from the date of the offer with in
which the offer, if not accepted, will be deemed to have been declined;
(c) The offer aforesaid shall be deemed to include a right exercisable by the person
concerned to renounce the shares offered to him or any of them In favour of any
other person and the notice referred to in sub clause (b) shall contain a statement of
this right;
(d) After the expiry of the time specified in the notice aforesaid, or on receipt of earlier
intimation from the person to whom such notice is given that he declines to accept
the shares offered, the Board of Directors may dispose of them in such manner as
they think most beneficial to the company.
4) Notwithstanding anything contained in sub clause (1) the further shares aforesaid may be
offered to any persons (whether or not those persons include the persons referred to in clause
(a) of sub-clause (1) hereof) in any manner whatsoever.
(a) If a special resolution to that effect is passed by the company in general meeting, or
(b) Where no such resolution Is passed, if the votes cast (whether on a show of hands or
on a poll as the case may be) in favour of the proposal contained in the resolution
moved in that general meeting (including the casting vote, If any, of the Chairman) by
members who, being entitled so to do, vote In person, or where proxies are allowed,
by proxy, exceed the votes, if any, cast against the proposal by members, 50 entitled
and voting and the Central Government is satisfied, on an application made by the
Board of Directors in this behalf, that the proposal is most beneficial to the company.
(a) To extend the time within which the offer should be accepted; or
(b) To authorize any person to exercise the right of renunciation for a second time, on the
ground that the person in whose favour the renunciation was first made has declined
to take the shares comprised in the renunciation.
6) Nothing in this Article shall apply to the increase of the subscribed capital of the company
caused by the exercise of an option attached to the debentures issued by the company :
The terms of issue of such debentures or the terms of such loans include a term providing for
such option and such term:
(a) Either has been approved by the central Government before the issue of
debentures or the raising of the loans or is in conformity with the rules, If any,
made by that Government in this behalf; and
(b) In the case of debentures or loans or other than debentures issued to, or loans
obtained from the Government or any institution specified by the Central
Government In this behalf, has also been approved by the special resolution
passed by the company in General Meeting before the issue of the loans.
6A. The Company shall have the power to issue shares with differential voting rights.
7. The rights conferred upon the holders of the shares of any class issued with preferred or other
rights shall not unless otherwise provided by the terms of issue of the shares of that class be
deemed to be varied by the creation or issue of further shares ranking paripassu therewith.
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8.
1) The company may exercise the powers of paying commissions conferred by Sections 76 of
the Act, provided that the rate per cent or the amount of the commission paid or agreed to be
paid shall be disclosed in the manner required by the Section.
2) The rate of commission shall not exceed the rate of 5% (five percent) of the price at which the
shares in respect whereof the same is paid are issued or an amount equal to 5% (five percent)
of such price, as the case may be and in the case of debentures in respect whereof the same
is paid are issued or an amount equal to 2.5% (two and a half percent) of such price, as the
case may be.
3) The commission may be satisfied by payment in cash or by allotment of fully or partly paid
shares or partly in one way and partly in the other.
4) The Company may also, on any Issue of shares, pay such brokerage as may be lawful.
9. Subject to section 187-C of the Act, no person shall be recognized by the Company as holding
any share upon any trust and the Company shall not be bound by or be compelled in any way to
recognized (even when having notice thereof) any equitable, contingent future or partial interest
in any share or any interest in any fractional part of a share or any other rights in respect of any
share except an absolute right to the entirety thereof in the registered holder.
10. (1) Every member shall be entitled, without payment to one or more certificates in
marketable lots, for all the shares of each class or denomination registered in his name,
or if the directors so approve (upon paying such fee as the Directors so determine) to
several certificates, each for one or more at such shares and the company shall complete
and have ready for delivery such certificates within three months from the date of
allotment, unless the conditions of issue thereof otherwise provide, or within two months
of the receipt of application of registration of transfer, transmission , subdivision,
consolidation or renewal of any of its shares as the case may be. Every certificates of
shares shall be under the seal of the company and shall specify the number and
distinctive numbers of shares In respect of which it is issued and amount paid-up
thereon and shall be in such form as the directors may prescribe and approve, provided
that in respect of a share or shares held jointly by several persons, the company shall not
be bound to issue more than one certificate and delivery of a certificate of shares to one
or several joint holders shall be a sufficient delivery to all such holder.
(2) Every certificate shall be under the seal and shall specify the shares to which it relates
and the amount paid up thereon.
(3) In respect of any share or shares held jointly by several persons, the
Company shall not be bound to issue more than one certificate, and delivery of a
certificate for a share to one of several joint holders shall be sufficient delivery to all such
holders.
11. If any certificate be worn out, defaced, mutilated or torn or if there be no further space on the
back thereof for endorsement of transfer, then upon production and surrender thereof to the
Company, a new Certificate may be issued in lieu thereof, and if any certificate lost or
destroyed then upon proof thereof to the satisfaction of the company and on execution of such
indemnity as the company deem adequate, being given, a new certificate In lieu thereof shall
be given to the party entitled to such lost or destroyed Certificate. Every certificate under the
article shall be issued without payment of fees if the Directors so decide, or on payment of
such fees (not exceeding Rs.2/- for each certificate) as the Directors shall prescribe. Provided
that no fee shall be charged for issue of new certificates in replacement of those which are old,
defaced or worn out or where there is no further space on the back thereof for endorsement of
transfer.
Provided that notwithstanding what is stated above the Directors shall comply with such rules
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or regulation or requirements of any Stock Exchange or the rules made under the Act or rules
made under Securities Contracts (Regulation) Act,1956 or any other Act, or rules applicable
thereof in this behalf.
The provision of this Article shall mutatis mutandis apply to debentures of the company.
12. The Company may issue such fractional certificates as the Board may approve in respect of
any of the shares of the Company on such terms as the board thinks fit as to the period within
which the fractional certificate are to be converted into share certificates.
13. If any share stands in the names of two or more persons, the person first named in the
register of members shall, as regards receipt of dividends, the service of notices and subject
to the provisions of these Articles, all or any other matter connected with the Company
except the issue of share certificates, voting at meeting and the transfer of the share, be
deemed the sole holder thereof.
DEMATERIALIZATION OF SECURITIES
Beneficial owner means a person or persons whose name is recorded as such with a
depository.
Depository means a company formed and registered under the Companies Act, 1956 and
which has been granted a certificate of registration to act as a depository under the Securities
and Exchange Board of India Act, 1992.
Security means such security as may be specified by SEBI from time to time.
2. Option for Investors: Every person subscribing to the securities offered by the company
shall have the option to receive security certificate or to hold securities with a depository.
Such a person who is the beneficial owner of the securities can, at any time, opt out of a
depository, if permitted by Law, in respect of any security in the manner provided by the
Depositories Act and the company shall, in the manner and within the time prescribed,
issue to the beneficial owner the required certificate of securities.
3. If a person opts to hold his security with a depository, the company shall intimate such
depository the details of allotment of the security and the depository, on receipt of the
information, shall enter in its record the name of the allottee as the beneficial owner of
the security.
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6. Save as otherwise provided above, the depository as the registered owner of the securities
shall not have any voting rights or any other rights in respect of securities held by it.
7. Every Person holding securities of the company and whose name is entered as the
beneficial owner in the records of the depository shall be deemed to be a member of the
company. The beneficial owner of the securities shall be entitled to all the rights and
benefits and be subject to all the liabilities in respect of these securities which are held by
a depository.
9. Transfer of Securities: Nothing contained in section 108 of the Act or these Articles shall
apply to a transfer of securities affected by a transferor or transferee both of whom are
entered as beneficial owners in the records of the depository.
12. Register and Index of Beneficial Owner: The register and index of beneficial owners
maintained by a depository under the Depositories Act,1956,shall be deemed to be the
Register and Index of members and Security holders for the purpose of these Articles
LIEN
14. (1) The company shall have a first and paramount lien upon all the shares/debentures (other
than fully paid up shares/debentures) registered in the name of each member (whether
solely or jointly with others) and upon the proceeds of the sale thereof for all monies
(whether presently payable or not) called or payable at a fixed time in respect of such
shares/debentures and no equitable interest in any shares shall be created except upon
the footing and condition that this Article will have full effect and such lien shall extend to
all dividends and bonuses from time to time declared in respect of such shares/debentures
unless otherwise agreed the registration of transfer of shares/debentures shall operate as a
waiver of the company’s lien if any, on such shares/debentures. The directors may at any
time declare any shares/debentures wholly or in part exempt from the provisions of this
clause.
(2) The Company’s lien, if any, on a share shall extend to all dividends payable thereon, subject
to section 205A of the Act.
15. The Company may sell, in such manner as the Board thinks fit, any share on which the
Company has a lien provided that no sale shall be made
(a) unless a sum in respect of which the lien exists is presently payable; or
(b) until the expiration of thirty days after a notice in writing demanding payment of such
part of the amount, in respect of which the lien exists as is presently payable, have been
given to the registered holder for the time being of the share or the person entitled thereto
by reason of his death or insolvency and stating that amount so demanded if not paid
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within the period specified at the Registered Office of the Company, the said shares shall
be sold.
16. (1) To give effect to any such sale, the Board may authorize some person to transfer the shares
sold to the purchaser thereof.
(2) The purchaser shall be registered as the shareholder of the shares comprised in any such
transfer.
(3) The purchaser shall not be bound to see to the application of the purchase money, nor shall
his title to the share be affected by any irregularity or invalidity in the proceedings in
reference to the sale.
17. (1) The proceeds of the sale shall be received by the Company and applied in payment of the
whole or a part of the amount in respect of which the lien exist as is presently payable.
(2) The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon
the shares at the date of sale, be paid to the person entitled to the shares at the date of the
sale.
(3) The fully paid shares shall be free from all lien and that in case of partly paid shares the
issuer’s lien shall be restricted to moneys called payable at a fixed time in respect of such
shares;
CALLS ON SHARES
18. (1) The Board of Directors may, from time to time, make calls upon the members in respect of
money unpaid on their shares (whether on account of the nominal value of the shares or by
way of premium) and not by the condition of allotment thereof made payable at fixed times.
(2) Each member shall, subject to receiving at least thirty days notice specifying the time or
times and place of payment of the call money pay to the Company at the time or times and
place so specified, the amount called on his shares.
(3) A call may be revoked or postponed at the discretion of the Board.
19. A call shall be deemed to have been made at the time when the resolution of the Board
authorizing the call was passed. Call money may be required to be paid by instalments.
20. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
21. (1) If a sum called in respect of a share is not paid before or on the day appointed for payment
thereof, the person from whom the sum is due shall pay interest thereon from the day
appointed for payment thereof to the time of actual payment at such rate of interest as the
Board may determine.
(2) The Board shall be at liberty to waive payment of any such interest wholly or in part.
22. In case of non-payment of such sum, all the relevant provisions of these regulations as to
payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become
payable by virtue of a call duly made and notified.
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23. Subject to the provisions of Section 92 and 292 of the Act, the Board:-
a. may, if it thinks fit, receive from any member willing to advance all or any part of the money
uncalled and unpaid upon any shares held by him; and
b. if it thinks fit, may pay interest upon all or any of the moneys advanced on uncalled and
unpaid shares (until the same would but for such advance become presently payable) at such
rate not exceeding, unless the Company in general meeting shall otherwise direct, 9% (nine
percent) per annum as may be agreed upon between the Board and the members paying the
sums or advances. Money so paid in advance shall not confer a right to dividend or to
participate in profits or any voting rights in this regard.
The directors may, if they think fit, subject to the provisions of Section 92 of the Act, agree to
and receive from any member willing to advance the same or whole or any part of the money
due upon the shares held by him beyond the sums actually called for, and upon the amount so
paid or satisfied in advance, or so much thereof as from time to time exceeds the amount of
the calls then made upon the shares in respect of which such advance has been made, the
company may pay interest at such rate, as the member paying such sum in advance and the
director agreed upon provided that money paid in advance of calls shall not confer a right to
participate in profits or dividends. The directors may at any time repay the amount advanced.
The members shall not be entitled to any voting rights in respect of the monies so paid by
him until the same would but for such payment, become presently payable.
The provisions of the Articles shall mutatis mutandis apply to the calls on debentures of
the Company.
23C. TERM OF ISSUE OF DEBENTURE:
Any debenture, debenture stock or other securities may be issued at a discount, premium
or otherwise and may be issued on condition that they shall be convertible into shares of
any denomination and with any privileges and conditions as to redemption, surrender,
drawing, allotment of shares, attending (but not voting) at the General Meeting,
appointment of directors and otherwise debentures with the right to conversion into or
allotment of shares shall be issued only with the consent of the Company in the General
Meeting by a Special Resolution.
24. On the trial or hearing of any suit or proceedings brought by the Company against any member
or his representative to recover any debt or money claimed to be due to the Company in respect
of his share, it shall be sufficient to prove that the name of the defendant is or was, when the
claim arose, on the Register of members of the Company as a holder or one of the holders of the
number of shares in respect of which such claim is made and that the amount claimed is not
entered as paid in the books of the Company and it shall not be necessary to prove the
appointment of Directors who resolved to make any call, not that a quorum of Directors was
present at the Board Meeting at which any call was resolved to be made, nor that the meeting at
which any call was resolved to be made was duly convened or constituted nor any other matter,
but the proof of the matters aforesaid shall be conclusive evidence of the debt.
25. Neither the receipt by the Company of a portion of any money which shall, from time to time, be
due from any member to the Company in respect of his shares, either by way of principal or
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interest, nor any indulgence granted by the Company in respect of the payment of any such
money, shall, preclude the Company from thereafter proceeding to enforce a forfeiture of such
shares as hereinafter provided.
26. The company shall keep a "Register of Transfers", and therein shall fairly and distinctly enter
particulars of every transfer or transmission of any share.
27. (1) The instrument of transfer of any share in the Company shall be executed by or on behalf of
both the transferor and the transferee.
(2) The transferor shall be deemed to remain a holder of the share until the name of the
transferee is entered in the register of members in respect thereof.
28. The instrument of transfer shall be in writing and all the provisions of Section 108 of the
Companies Act, 1956 and of any modification thereof for the time being shall be complied with in
respect of all transfers of shares and registration thereof.
29. Unless the Directors decide otherwise, when an instrument of transfer is tendered by the
transferee, before registering any such transfer, the, Directors shall give notice by letter sent by
registered acknowledgment due post to the registered holder that such transfer has been lodged
and that unless objection is taken the transfer will be registered. If such registered holder fails to
lodge an objection in writing at the office within ten days from the posting of such notice of him,
he shall be deemed to have admitted the validity of the said transfer. Where no notice is received
by the registered holder, the Directors shall be deemed to have decided not to give notice and in
any event the non-receipt by the registered holder of any notice shall not entitle him to make any
claim of any kind against the Company or the Directors in respect of such non-receipt.
29A. The Company shall use a common form for share transfer;
30. The Board of Directors may, subject to the right of appeal conferred by Section 111 of the
Companies Act, 1956, decline to register:-
(a) The transfer of a share not being a fully paid up share, to a person of whom they do not
approve; or
(b) Any transfer of the share on which the Company has a lien, provided that the registration of
transfer shall not be refused on the ground of transferor being either alone or jointly with any
person or persons indebted to the Company on any account except a lien.
(c) Notice of refusal to transfer shares to transferor or transferee shall be sent within 30 days.
31. The Board may also decline to recognise any instrument of transfer unless:
(a) the instrument of transfer is accompanied by the certificate of the shares to which it relates,
and such other evidence as the Board may reasonably require to show the right of the
transferor to make the transfer; and
(b) The instrument is in respect of only one class of shares.
32. All instruments of transfer which shall be registered shall be retained by the
Company, but may be destroyed upon the expiration of such period as the Board may from time
to time determine. Any instrument of transfer which the Board declines to register shall (except
in any case of fraud) be returned to the person depositing the same.
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32A. DIRECTORS MAY REFUSE TO REGISTER TRANSFER
Subject to the provisions of Section 111A, these Articles and other applicable provisions of the
Act or any other law for the time being in force, the Board may refuse whether in pursuance
of any power of the company under these Articles or otherwise to register the transfer of, or
the transmission by operation of law of the right to, any shares or interest of a Member in or
debentures of the Company. The Company shall within one month from the date on which
the instrument of transfer, or the intimation of such transmission, as the case may be, was
delivered to Company, send notice of the refusal to the transferee and the transferor or to the
person giving intimation of such transmission, as the case may be, giving reasons for such
refusal. Provided that the registration of a transfer shall not be refused on the ground of the
transferor being either alone or jointly with any other person or persons indebted to the
Company on any account whatsoever except where the Company has a lien on shares.
32B. INSTRUMENT OF TRANSFER:
The instrument of transfer shall be in writing and all provisions of Section 108 of the
Companies Act, 1956 and statutory modification thereof for the time being shall be duly
complied with in respect of all transfer of shares and registration thereof.
32C. NO FEES ON TRANSFER OR TRANSMISSION
No fees shall be charged for registration of transfer, transmission, probate, Succession
certificate and letters of administration, Certificate of death or Marriage, Power of attorney or
similar other document.
33. (a) the registration of transfers may be suspended at such times and for such periods as the
Board may, from time to time, determine:
provided that such registration shall not be suspended for more than forty-five days in the
aggregate in any year or for more than thirty days at any one time.
(b) There shall be no charge for:
(a) registration of shares or debentures;
(b) sub-division and /or consolidation of shares and debenture
certificates and subdivision on Letters of Allotment and split consolidation, renewal
and pucca transfer receipts into denominations corresponding to the market unit of
trading;
(c) sub-division of renouncible Letters of Right;
(d) issue of new certificates in replacement of those which are decrepit or worn out or
where the cages on the reverse for recording transfers have been fully utilized;
(e) registration of any Powers of Attorney, Letter or Administration and similar other
documents.
(d) Notwithstanding anything in the Articles elsewhere, every holder of shares in, or holder of
the debentures of, the company may, at any time, nominate, in the manner prescribed by
section 109A & 109B of the Companies Act,1956 as amended, a person to whom his shares
in, or debentures of, the company shall vest in the event of his death.
(e) The registration of transfer shall not be refused on the ground of the transferor being either
alone or jointly with any other person indebted to the issuer on any account whatsoever;
34. (1) On the death of a member, the survivor or survivors where the member was a joint holder
and his legal representative where he was a sole holder shall be the only person recognized by
the Company as having any title to his interest in the shares.
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(2) Nothing in clause (1) shall release the estate of a deceased joint holder from any liability in
respect of any share which had been jointly held by him with other persons.
35. (1) Any person becoming entitled to a share in consequence of the death or
insolvency of a member may, upon such evidence being produced as may
from time to time properly by required by the Board and subject as hereinafter provided, elect,
either:
36. (1) If the person so becoming entitled, shall elect to be registered as holder of the share himself,
he shall deliver or send to the Company a notice in writing signed by him stating that he so
elects.
(2) If the person aforesaid shall elect to transfer the share, he shall testify his election by
executing a transfer of the share.
(3) All the limitations, restrictions and provisions of these regulations relating to the right to
transfer and the registration of transfers of share shall be applicable to any such notice or
transfer as aforesaid as if the death or insolvency of the member had not occurred and the notice
of transfer were a transfer signed by that member.
37. On the transfer of the share being registered in his name a person becoming entitled to a share
by reason of the death or insolvency of the holder shall be entitled to the same dividends and
other advantages to which he would be entitled if he was the registered holder of the share and
that he shall not, before being registered as a member in respect of the share, be entitled in
respect of it to exercise any right conferred by membership in relation to meetings of the
Company;
Provided that the Board may, at any time, give notice requiring any such person to elect either to
be registered himself or to transfer the share and if the notice is not complied with within 90
(ninety) days, the Board may thereafter withhold payment of all dividends, bonus or other
moneys payable in respect of the share, until the requirements of the notice have been complied
with.
38. Where the Company has knowledge through any of its principal officers within the meaning of
Section 2 of the Estate Duty Act. 1953 of the death of any member of or debenture holder in the
Company, it shall furnish to the Controller within the meaning of such section, the prescribed
particulars in accordance with that Act and the rules made there under and it shall not be lawful
for the Company to register the transfer of any shares or debentures standing in the name of the
deceased, unless the transferor has acquired such shares for valuable consideration or a
certificate from the Controller is produced before the Company to the effect that the Estate Duty
in respect of such shares or debentures has been paid or will be paid or that none is due, as the
case may be.
39. The Company shall incur liability whatever in consequence of its registering or giving effect, to
any transfer of share made or purporting to be made by any apparent legal owner thereof (as
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shown or appearing in the register of members) to the prejudice of persons having or claiming
any equitable right, title or interest to or in the said shares, notwithstanding that the Company
may have had notice of such equitable right, title or interest or notice prohibiting registration of
such transfer and may have entered such notice or referred thereto, in any book of the Company,
and the Company shall not be bound or required to regard or attend or give effect to any notice
which may be given to it of any equitable right, title or interest or be under any liability for
refusing or neglecting so to do, though it may have been entered or referred to in some book of
the Company but the Company though not bound so to do, shall be at liberty to regard and
attend to any such notice and give effect thereto if the Board shall so think fit.
FORFEITURE OF SHARES
40. If a member fails to pay any call or installment of a call, on the day appointed for payment
thereof, the Board may, at any time thereafter during such time as any part of the call or
installment remains unpaid, serve a notice on him requiring payment of so much of the call or
installment as is unpaid together with any interest which may have accrued and all expenses
that may have been incurred by the Company by reason of such non-payment.
(b) state that, in the event of non-payment on or before the day so named, the shares in respect
of which the call was made, will liable to be forfeited.
42. If the requirements of any such notice as aforesaid are not complied with, any share in respect of
which the notice has been given may, at any time, thereafter before the payment required by the
notice has been made, be forfeited by a resolution of the Board of that effect. Such forfeiture
shall include all dividends declared in respect of the forfeited shares and not actually paid before
the date of forfeiture, which shall be the date on which the resolution of the Board is passed
forfeiting the shares.
43. (1) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as
the Board thinks fit.
(2) At any time before a sale or disposal, as aforesaid, the Board may annul the forfeiture on such
terms as it thinks fit.
44. (1) A person whose shares have been forfeited shall cease to be a member in
respect of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to
the Company all moneys which, at date of forfeiture, were presently payable by him to the
Company in respect of the shares together with interest thereon from the time of forfeiture until
payment at the rate of 9% (nine percent) per annum.
(2) The liability of such person shall cease if and when the Company shall have received
payments in full of all such money in respect of the shares.
45. (1) A duly verified declaration in writing that the declarant is a director or the secretary of the
Company and that a share in the company has been duly forfeited on a date stated in the
declaration, shall be conclusive evidence of the facts stated therein stated as against all persons
claiming to be entitled to the share.
(2) The Company may receive the consideration, if any, given for the share on any sale or
disposal thereof and may execute a transfer of the share in favour of the person to whom the
share is sold or disposed of.
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(3) The transferee shall thereupon be registered as the holder of the share.
(4) Transferee shall not be bound to see to the application of the purchase
money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the
proceedings in reference to the forfeiture, sale or disposal of the share.
46. The provisions of these regulations as to forfeiture shall apply, in the case of non-payment of any
sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on
account of the nominal value of the share or by way of premium, as if the same had been
payable by virtue of a call duly made and notified.
47. The forfeiture of a share shall involve the extinction of all interest in and also of all claims and
demands against the Company in respect of the share, and all other rights incidental thereto
except only such of those rights as by these Articles are expressly saved.
48. Upon any sale, after forfeiture or for enforcing a lien in purported exercise of powers herein
before given, the Board may appoint some person to execute an instrument of transfer of the
shares sold and cause the purchaser's name to be entered in the Register in respect of the
shares sold and the purchaser shall not be bound to see to the regularity of the proceeding or to
the application of the purchase money and after his name has been entered in the Register in
respect of such shares, the validity, of the sale shall not be impeached by any person and the
remedy of any person aggrieved by the sale shall be in damages only and against the Company
exclusively.
49. Upon any sale, re-allotment or other disposal under the provisions of these Articles relating to
lien or to forfeiture, the certificate or certificates originally issued in respect of the relative shares
shall (unless the same shall on demand by the Company have been previously surrendered to it
by the defaulting member) stand cancelled and become null and void and of no effect. When any
shares, under the powers in that behalf herein contained are sold by the Board and the
certificate in respect thereof has not been delivered up to the Company by the former holder of
such shares, the Board may issue a new certificate for such shares distinguishing it in such
manner as it may think fit, from the certificate not so delivered.
50. The directors may, subject to the provisions of the Act, accept from any member on such terms
and conditions as shall be agreed, a surrender of his shares or stock or any part thereof.
(b) re-convert any stock into paid-up shares of any denomination authorised by these
regulations.
52. The holders of stock may transfer the same or any part thereof in the same manner as, and
subject to the same regulations under which, the shares from which the stock arose might before
the conversion have been transferred or as near thereto as circumstances admit:
Provided the Board may, from time to time, fix the minimum amount to Stock transferable, so,
however, that such minimum shall not exceed the nominal amount of the shares from which the
stock arose.
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53. The holders of stock shall, according to the amount of stock held by them, have the same rights,
privileges and advantages as regard dividends voting and meeting of the Company, and other
matters, as if they held the shares from which the stock arose; but no such privilege or
advantage (except participation in the dividends and profits of the Company and in the assets on
winding up) shall be conferred by an amount of stock which would not, if existing in shares,
have conferred that privilege or advantage.
54. Such of the regulations of the Company (other than those relating to share warrants), as are
applicable to paid-up shares shall apply to stock and the words 'share' and 'shareholders' in
those regulations shall include 'stock' and 'stockholders' respectively.
SHARE WARRANTS
55. The Company may issue share warrant, subject to and in accordance with, the provisions of
Sections 114 and 115 of the Act and accordingly the Board may in its discretion, with respect to
any share which is fully paid up, on application in writing signed by the person registered as
holder of the share and authenticated by such evidence (if any) as the Board may, from time to
time, require as to the identity of the person signing the application and on receiving the
certificate (if any) of the share: and the amount of the stamp duty on the warrant and such fee as
the Board may, from time to time, require, issue a share warrant.
56. (1) The bearer or of a share warrant may at any time deposit the warrant at the office of the
Company and so long as the warrant remains so deposited, the depositor shall have the same
right of signing a requisition for calling a meeting of the Company and of attending and voting
and exercising, the other privileges of a member at any meeting held after the expiry of two clear
days from the time of deposit, as if his name were inserted in the register of members as the
holder of the shares included in the deposited warrant.
(2) Not more than one person shall be recognized as depositor of the share
warrant.
(3) The company shall, on two days written notice, return the deposited share warrant to the
depositor.
57. (1) Subject as herein otherwise expressly provided, no person shall, as bearer of a share
warrant, sign a requisition for calling meeting of the Company or attend or vote or exercise any
oilier privilege of a member at a meeting of the Company or be entitled to receive any notice from
the Company.
(2) The bearer of a share warrant shall be entitled in all other respects to the
same privileges and advantages as if he was named In the register of member as the holder of the
shares included in the warrant and he shall be deemed to be a member of the Company in
respect thereof.
58. The Board may, from time to time, make rules as to the terms on which ('if it shall think fit) a
new share warrant or coupon may be issued by way of renewal in case of defacement, loss or
destruction of the original.
ALTERATION OF CAPITAL
59. The Company may, from time to time, by ordinary resolution increase its share capital by such
sum, to be divided into shares of such amount, as the resolution shall specify
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60. The Company may. by ordinary resolution in general meeting
(a) consolidate and divide all or any of its capital into shares of larger amounts than its existing
shares:
(b) sub-divide its shares or any of them, into shares of smaller amounts than is fixed by the
Memorandum of Association, so however, than in the sub-division the proportion between the
amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was
in the case of the share from which the reduced share is derived:
(c) cancel any share which, at the date of the passing of the resolution in that behalf, have not
been taken or agreed to be taken by any person and diminish the amount of its share capital by
the amount of the shares so cancelled.
61. The Company may, from time to time, by special resolution and on compliance with the
provisions of Section 100 to 105 of the Act, reduce its share capital and any capital reserve fund
or share premium account.
62. The Company shall have power to establish Branch Offices, subject to the provisions of Section 8
of the Act or any statutory modifications thereof.
63. The Company shall have power to pay interest out of its capital on so much of shares which were
issued for the purpose of raising money to defray the expenses of the construction of any work or
building or the provisions of any plant for the Company in accordance with the provisions of
Section 208 of the Act.
64. The Company, if authorised by a special resolution passed at a General Meeting may
amalgamate or cause itself to be amalgamated with any other person, or body corporate, subject
however, to the provisions of Section 391 to 394 of the Act.
64A. Notwithstanding anything contained in the Articles of Association, the company shall have the
power to buy back its shares or other securities in accordance with the provisions of section 77A,
77AA and 77B and other provisions of the Companies Act, 1956 from its existing shareholders or
the holders of other securities on a proportionate basis or by purchase of the shares or securities
issued to the employees of the company pursuant to a scheme of stock options or sweat equity.
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SECTION X OTHER INFORMATION
The following Contracts (not being contracts entered into in the ordinary course of business carried
on by the Company or entered into more than two years before the date of this DRHP) which are or
may be deemed material have been entered or to be entered into by the Company. These Contracts,
copies of which have been attached to the copy of this DRHP, delivered to the RoC, Hyderabad for
registration and also the documents for inspection referred to hereunder, may be inspected at the
registered office of the Company situated at B-5, Block III, Industrial Development Area, Uppal,
Hyderabad 500 039, India from 10.00 a.m. to 4.00 p.m. from the date of this DRHP until the Issue
Closing Date.
Material Contracts
1. Letter dated 22 May, 2007 appointing Religare Securities Limited as BRLM to the issue.
2. Letter dated 15 June, 2007 appointing Cameo Corporate Services Limited as the Registrar
to the Issue.
3. Memorandum of Understanding dated 5 July, 2007 entered into with Religare Securities
Ltd, to act as the Lead Manager.
4. Memorandum of Understanding dated 22 June, 2007 entered into with Cameo Corporate
Services Limited, to act as the Registrar to the Issue.
5. Escrow agreement dated [•] Between the Company, BRLM, Escrow Collection Bank and
the Registrar to the Issue.
6. Syndicate Agreement dated [•] amongst the Company, BRLM and Syndicate Members.
7. Underwriting Agreement dated [•] amongst the Company, BRLM and Syndicate Members.
Material Documents
3. Resolution passed by the shareholders of the Company at the Annual General Meeting held
on July 21, 2007 pursuant to Section 81(1A) of the Companies Act, 1956.
5. Copy of the technology transfer agreement entered into by the Company with Dr.Y.V.S.Murty,
the promoter, dated 30 March, 2000, for the payment of royalty.
6. Copy of the certificate issued by the Auditors for the deployment of funds for the project
dated 26 July, 2007.
7. Copy of the certificate issued by the Auditors, dated 26 July, 2007 certifying the eligibility
criteria to be in compliance with the SEBI (DIP) Guidelines.
8. Copies of Annual reports of the Company for the financial years ended 31 March, 2007,
2006, 2005, 2004 and 2003.
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9. Copy of the report of the Auditors on the restated financial information, dated 26 July, 2007.
10. Copy of the tax benefit report dated 26 July, 2007 from the Auditors.
11. Consents of Auditors, Bankers to the Company, BRLM, Legal Advisor to the Issue, Directors,
Company Secretary, Registrars, Compliance Officer, Grading agency and APITCO as referred
to, in their respective capacities.
12. Copy of the NoC to the issue obtained from SBI, Bankers to the Company.
14. Resolution of the members of the Company appointing Mr.Y.S.R.Venkata Rao as Managing
Director at the EGM held on May 29, 2004 for a period of five years with effect from 1 May,
2004.
15. Tripartite agreement between the NSDL, the Company and Cameo Corporate Services Limited
dated [•]
16. Tripartite agreement between the CDSL, the Company and Cameo Corporate Services Limited
dated [•].
17. Due Diligence Certificate dated August 31, 2007 to SEBI from Religare Securities Limited.
Any of the contracts or documents mentioned in this DRHP may be amended or modified at any time
if so required in the interest of the Company or if required by the other parties, without reference to
the Shareholders subject to compliance of the provisions contained in the Companies Act and other
relevant statute.
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